Item 5.07. Submission of Matters to a Vote of Security Holders.
On
There were 133,769,775 shares of IAA common stock,
Proposal 1: To adopt the Merger Agreement (as amended or modified) and thereby approve the transactions contemplated by the Merger Agreement, including the mergers (the "Merger Proposal").
IAA stockholders approved the Merger Proposal, and the vote was as follows:
For Against Abstain 102,565,211 20,949,829 1,092,188
Proposal 2: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to named executive officers of IAA that is based on or otherwise relates to the Merger Agreement (as amended or modified) and the transactions contemplated by the Merger Agreement (as amended or modified) (the "Compensation Proposal").
IAA stockholders approved the Compensation Proposal, and the vote was as follows: For Against Abstain 102,754,967 19,911,764 1,940,497
Proposal 3: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").
The Adjournment Proposal was not submitted to IAA's stockholders for approval at the Special Meeting because the IAA stockholders approved the Merger Proposal and adjournment of the Special Meeting was not necessary or appropriate.
Item 8.01. Other Events.
The information set forth in Item 5.07 is incorporated by reference herein. On
Forward-Looking Statements
This communication contains information relating to a proposed business
combination transaction between Ritchie Bros. Auctioneers Incorporated ("RBA")
and
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 risk that a condition to closing
of the proposed IAA transaction may not be satisfied (or waived), that either
party may terminate the merger agreement or that the closing of the proposed IAA
transaction might be delayed or not occur at all; the anticipated tax treatment
of the proposed IAA transaction; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the proposed IAA transaction; the diversion of
management time on transaction-related issues; the response of competitors to
the proposed IAA 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 fact that operating
costs and business disruption may be greater than expected following the public
announcement or consummation of the proposed IAA transaction; the effect of the
announcement, pendency or consummation of the proposed IAA 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 IAA transaction; the outcome of any legal
proceedings that could be instituted against RBA, IAA and/or others relating to
the proposed IAA transaction; restrictions during the pendency of the proposed
IAA 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 amount, manner or timeframe expected or at all; the
failure of the combined company to realize potential revenue, EBITDA, growth,
operational enhancement, expansion or other value creation opportunities from
the sources or in the amount, manner or timeframe expected or at all; the
failure of the trading multiple of the combined company to normalize or re-rate
and other fluctuations in such trading multiple; changes in capital markets and
the ability of the combined company to generate cash flow and/or finance
operations in the manner expected or to de-lever in the timeframe expected; the
failure of RBA or the combined company to meet financial forecasts and/or KPI
targets; any legal impediment to the payment of the special dividend by RBA,
including TSX consent to the dividend record date; 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 operates; 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 IAA transaction, are included in the Registration Statement (as defined
below) 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 communication 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
Important Additional Information and Where to Find It
In connection with the proposed IAA transaction, RBA filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, dated as ofMarch 14, 2023 104 The cover page of this Current Report on Form 8-K, formatted in inline XBRL
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