UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2016
Ritchie Bros. Auctioneers Incorporated
(Exact name of registrant as specified in its charter)
Canada | 001-13425 | N/A |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
9500 Glenlyon Parkway, Burnaby, British
Columbia, Canada V5J0C6
(Address of principal executive offices) (Zip Code)
(778) 331-5500
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On December 15, 2016, Ritchie Bros. Auctioneers Incorporated (the “Company”) issued a press release announcing that both the Company and IronPlanet Holdings, Inc. (“IronPlanet”) have received a request for additional information from the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Company’s pending acquisition of IronPlanet. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: |
99.1 | Press Release from the Company, dated December 15, 2016, entitled “Ritchie Bros. and IronPlanet Receive Requests for Additional Information and Documentary Material under HSR Act” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RITCHIE BROS. AUCTIONEERS INCORPORATED | ||
By: | /s/ Darren Watt | |
Darren Watt | ||
General Counsel & Corporate Secretary |
Date: December 15, 2016
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release from the Company, dated December 15, 2016, entitled “Ritchie Bros. and IronPlanet Receive Requests for Additional Information and Documentary Material under HSR Act” |
Exhibit 99.1
News Release |
Ritchie Bros. and IronPlanet Receive Requests for Additional Information and Documentary Material under HSR Act
VANCOUVER, December 15, 2016 – Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, “Ritchie Bros.”), today announced that, as expected, both Ritchie Bros. and IronPlanet have received a request for additional information and documentary material (a “Second Request”) from the United States Department of Justice (“DOJ”) in connection with Ritchie Bros’ pending acquisition of IronPlanet. The Second Request is a standard procedure under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), that enables the government to request additional information regarding a proposed transaction. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Ritchie Bros. and IronPlanet have substantially complied, unless that period is extended voluntarily by the parties or terminated sooner by the DOJ. Ritchie Bros. and IronPlanet have been and will continue to be cooperatively engaged with the DOJ staff to assist them in their review of the transaction. The companies plan to respond expeditiously to the Second Requests and continue to expect that the transaction will close by the end of Q2 2017.
As previously announced, Ritchie Bros. has entered into a merger agreement under which Ritchie Bros. is proposing to acquire IronPlanet for approximately US$758.5 million, subject to customary closing adjustments, including expiration or termination of the waiting period under the HSR Act. This transaction is expected to drive considerable value for our customers, bringing together two trusted brands with the ability to provide a greater number of choices and platforms to enable our customers around the world to buy, sell, and list equipment when, where and how they want – whether onsite or online.
About Ritchie Bros.:
Established in 1958, Ritchie Bros. (NYSE and TSX: RBA) is the world's largest industrial auctioneer, and one of the world's largest
sellers of used equipment for the construction, transportation, agriculture, energy, mining, forestry and other industries. Ritchie
Bros.TM asset management and disposition solutions include live unreserved public auctions with on-site and online
bidding; EquipmentOneTM, an online auction marketplace; Mascus, a global online equipment listing service;
private negotiated sales through Ritchie Bros. Private Treaty; and a range of ancillary services, including financing and
leasing through Ritchie Bros. Financial Services. Ritchie Bros. has operations in 18 countries, including 45 auction sites worldwide.
Ritchie Bros. | 1 |
News Release |
Caution Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding the terms and conditions of the proposed IronPlanet transaction, the expected timetable for completing the IronPlanet transaction, and any other statements regarding events or developments that Ritchie Bros. believes or anticipates will or may occur in the future. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond Ritchie Bros.’s control, including risks and uncertainties related to: obtaining regulatory approvals in connection with the IronPlanet transaction; each of Ritchie Bros.’ and IronPlanet’s ability to satisfy the merger agreement conditions and consummate the transaction on the anticipated timetable, or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; as well as the risks and uncertainties set forth in Ritchie Bros.’ Annual Report on Form 10-K for the year ended December 31, 2015 and Ritchie Bros.’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, which are available on the SEC, SEDAR, and Ritchie Bros.’ website. The foregoing list is not exhaustive of the factors that may affect Ritchie Bros.’ forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements are made as of the date of this news release and Ritchie Bros. does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward-looking statements.
Contact:
Jamie Kokoska
Director, Investor Relations
Phone: 778-331-5500
Email: jkokoska@rbauction.com
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