Ritchie Bros. amends IAA merger: $12.80 cash + 0.5252 shares per IAA share, $1.08 special dividend

RB GLOBAL INC.

IAA shareholders now receive $12.80 cash + 0.5252 RBA shares per share (was $10 cash + 0.5804 shares).
RBA Board expects to approve $1.08/special dividend contingent on closing, payable to RBA shareholders.
Starboard Value to invest $485M convertible preferred + $15M common in RBA; supports IAA deal.
Preliminary FY2022 results expected in-line or above FactSet consensus; Q4 earnings in Feb.
Ancora supports amended deal; Tim O'Day expected to join RBA board post-closing.

item 1.01 item 2.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Earnings Releases SEC 8-K Item 2.02 confidence 0.9

RB GLOBAL INC. reported preliminary financial results for fiscal year ended December 31, 2022.

Period: fiscal year ended December 31, 2022
Result: preliminary results

Exact text from the filing

Such press release also provided certain preliminary unaudited financial expectations for its fiscal year ended December 31, 2022.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

RB GLOBAL INC. amended Amendment to the Agreement and Plan of Merger and Reorganization with IAA, Inc. valued at consideration changed to 0.5252 RBA common shares and $12.80 cash per IAA share; termination expense (effective 2023-01-22).

Action: amendment
Agreement: merger
Counterparty: IAA, Inc.
Value: consideration changed to 0.5252 RBA common shares and $12.80 cash per IAA share; termination expense
Effective: 2023-01-22

Exact text from the filing

On January 22, 2023, the Company, IAA and the other parties to the Merger Agreement entered into the Amendment to the Agreement and Plan of Merger and Reorganization (the “ Amendment ” and the Original Merger Agreement, as amended by the Amendment, the “ Merger Agreement ”).

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RB GLOBAL INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-005576

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