IAA, INC. Item 8.01. Other Events.
As previously announced, on
Forward-Looking Statements
This report contains information relating to a proposed business combination transaction between RBA and IAA. This report includes forward-looking information within the meaning of Canadian securities legislation and forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, "forward-looking statements"). Forward-looking statements may include statements relating to future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company's business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction, other aspects of RBA's or IAA's respective businesses, operations, financial condition or operating results and other statements that are not historical facts. There can be no assurance that the proposed transaction will in fact be consummated. These forward-looking statements generally can be identified by phrases such as "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "predicts," "potential," "continue," "foresees," "forecasts," "estimates" or other words or phrases of similar import.
It is uncertain whether any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do, what impact they will
have on the results of operations and financial condition of the combined
companies or the price of RBA's common shares or IAA's common stock. Therefore,
you should not place undue reliance on any such statements and caution must be
exercised in relying on forward-looking statements. While RBA's and IAA's
management believe the assumptions underlying the forward-looking statements are
reasonable, these forward-looking statements involve certain risks and
uncertainties, many of which are beyond the parties' control, that could cause
actual results to differ materially from those indicated in such forward-looking
statements, including but not limited to: the possibility that shareholders of
RBA may not approve the issuance of new common shares of RBA in the transaction
or that stockholders of IAA may not approve the adoption of the Merger
Agreement; the risk that a condition to closing of the proposed transaction may
not be satisfied (or waived), that either party may terminate the Merger
Agreement or that the closing of the proposed transaction might be delayed or
not occur at all; the anticipated tax treatment of the proposed transaction;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the proposed
transaction; the diversion of management time on transaction-related issues; the
response of competitors to the proposed transaction; the ultimate difficulty,
timing, cost and results of integrating the operations of RBA and IAA; the
effects of the business combination of RBA and IAA, including the combined
company's future financial condition, results of operations, strategy and plans;
the failure (or delay) to receive the required regulatory approval of the
transaction; the fact that operating costs and business disruption may be
greater than expected following the public announcement or consummation of the
proposed transaction; the effect of the announcement, pendency or consummation
of the proposed transaction on the trading price of RBA's common shares or IAA's
common stock; the ability of RBA and/or IAA to retain and hire key personnel and
employees; the significant costs associated with the proposed transaction; the
outcome of any legal proceedings that could be instituted against RBA, IAA
and/or others relating to the proposed transaction; restrictions during the
pendency of the proposed transaction that may impact the ability of RBA and/or
IAA to pursue non-ordinary course transactions, including certain business
opportunities or strategic transactions; the ability of the combined company to
realize anticipated synergies in the timeframe expected or at all; changes in
capital markets and the ability of the combined company to finance operations in
the manner expected; legislative, regulatory and economic developments affecting
the business of RBA and IAA; general economic and market developments and
conditions; the evolving legal, regulatory and tax regimes under which RBA and
IAA operate; unpredictability and severity of catastrophic events, including,
but not limited to, pandemics, acts of terrorism or outbreak of war or
hostilities, as well as RBA's or IAA's response to any of the aforementioned
factors. These risks, as well as other risks related to the proposed
transaction, are included in the registration statement on Form S-4 and joint
proxy statement/prospectus filed with the
For additional information about other factors that could cause actual results
to differ materially from those described in the forward-looking statements,
please refer to RBA's and IAA's respective periodic reports and other filings
with the
No Offer or Solicitation
This report is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Important Additional Information and Where to Find It
In connection with the proposed transaction, RBA filed with the
Investors and security holders may obtain copies of these documents (when they
are available) free of charge through the website maintained by the
Participants in the Solicitation
RBA and IAA and certain of their respective directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of RBA and IAA in respect of
the proposed transaction under the rules of the
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