Ritchie Bros., IAA merger expected to close in 1H23

The companies continue to expect to close the transaction in the first half of 2023 subject to approval by Ritchie Bros. (RBA) shareholders of the issuance of Ritchie Bros. common shares in connection with the transaction and approval of IAA (IAA) shareholders of the transaction, as well as other customary closing conditions. Following the close of the IAA transaction, on an as converted basis Ritchie Bros. shareholders will own approximately 59.1% of the combined company, IAA shareholders will own approximately 37.2% and Starboard will own approximately 3.7%. Starboard’s investment and Ritchie Bros.’ contemplated special dividend are expected to be approximately neutral to the company’s net leverage ratio. Ritchie Bros. continues to expect to have a leverage ratio of approximately 3x net debt to adjusted EBITDA4 upon the close of the IAA transaction and approximately 2x within 24 months thereafter. The Board of Directors of Ritchie Bros. and IAA both unanimously recommend that their respective shareholder vote in favor of the transaction at the respective special meetings to be held on March 14, 2023. Shareholders of record as of the close of business on January 25, 2023 will be entitled to vote at the applicable special meetings.