Exhibit 99.1
IAA Issues Statement
on Glass Lewis and ISS Reports
| · | Glass Lewis and ISS recommend IAA stockholders vote to approve merger agreement with Ritchie Bros. |
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| · | IAA Board of Directors continues to unanimously recommend stockholders vote FOR the proposed transaction on the WHITE
proxy card |
| | |
| · | Special Meeting of IAA stockholders scheduled to be held on March 14, 2023 |
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| · | Transaction unlocks significant value creation for IAA stockholders, driven by the potential for substantial cost synergies and
revenue growth opportunities |
WESTCHESTER, Ill., March 6, 2022 -- IAA, Inc. (NYSE: IAA) (“the
Company”) today announced that proxy advisory firms Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder
Services (“ISS”) recommend that IAA stockholders vote to adopt the merger agreement and thereby approve Ritchie Bros. Auctioneers
Incorporated’s (NYSE: RBA) (TSX: RBA)(“Ritchie Bros.”) proposed acquisition of IAA at the Company’s upcoming Special
Meeting of Stockholders (the “Special Meeting”) on March 14th, 2023. Stockholders of record as of the close of
business on January 25, 2023 will be entitled to vote at the Special Meeting.
The positive recommendations from Glass Lewis and ISS build on the
support received from IAA’s stockholders for the transaction with Ritchie Bros.
We are disappointed with Glass Lewis’ and ISS’ recommendations
for Ritchie Bros., which disregard the significant benefits this transaction will bring to all stockholders. We continue to believe that
combining Ritchie Bros.’ and IAA’s marketplace capabilities will create a unique value proposition with significantly increased
earnings power and stockholder value creation relative to either company’s standalone prospects.
The closing of the transaction is subject to approval by Ritchie Bros.
stockholders of the issuance of Ritchie Bros. common shares in connection with the acquisition, adoption of the merger agreement by IAA
stockholders, and other customary closing conditions.
If stockholders have questions or need assistance in voting the WHITE
proxy, please contact Innisfree or Kingsdale Advisors, IAA’s proxy solicitors:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders Call Toll-Free: (877) 750-8334
Banks and Brokers Call Collect: (212) 750-5833
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Kingsdale Advisors
130 King Street West, Suite 2950, P.O. Box 361
Toronto, Ontario M5X 1E2
Call Toll-Free (within North America): 1-866-851-3215
Call Collect (outside North America): (416) 867-2272
E-mail: contactus@kingsdaleadvisors.com
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About IAA
IAA, Inc. (NYSE: IAA) is a leading global digital marketplace connecting
vehicle buyers and sellers. Leveraging leading-edge technology and focusing on innovation, IAA's unique platform facilitates the marketing
and sale of total-loss, damaged and low-value vehicles. Headquartered near Chicago in Westchester, Illinois, IAA has nearly 4,500 employees
and more than 210 facilities throughout the U.S., Canada and the United Kingdom. IAA serves a global buyer base – located throughout
over 170 countries – and a full spectrum of sellers, including insurers, dealerships, fleet lease and rental car companies, and
charitable organizations. Buyers have access to multiple digital bidding and buying channels, innovative vehicle merchandising, and efficient
evaluation services, enhancing the overall purchasing experience. IAA offers sellers a comprehensive suite of services aimed at maximizing
vehicle value, reducing administrative costs, shortening selling cycle time and delivering the highest economic returns. For more information
visit IAAI.com, and follow IAA on Facebook, Twitter, Instagram, YouTube and LinkedIn.
Forward-Looking Statements
This communication contains information relating to a proposed business
combination transaction between Ritchie Bros. Auctioneers Incorporated (“RBA”) and IAA, Inc. (“IAA”). This communication
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, and Section 21E of the Securities Exchange Act of 1934, as amended (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 IAA transaction, the anticipated impact of the proposed
IAA transaction on the combined company’s business and future financial and operating results, the expected or estimated amount,
achievability, sources, impact and timing of cost synergies and revenue, EBITDA, growth, operational enhancement, expansion and other
value creation opportunities from the proposed IAA transaction, the expected debt, de-leveraging, cash flow generation and capital allocation
of the combined company, the anticipated closing date for the proposed IAA 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 IAA transaction will in fact be consummated. These forward-looking statements generally can be identified by phrases
such as “will,” “should,” “expects,” “plans,” “anticipates,” “could,”
“can,” “intends,” “target,” “goal,” “projects,” “contemplates,”
“believes,” “predicts,” “potential,” “continue,” “foresees,” “forecasts,”
“estimates,” “opportunity” 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 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 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 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 Securities and Exchange Commission (the “SEC”) and applicable Canadian
securities regulatory authorities in connection with the proposed IAA transaction. While the list of factors presented here is, and
the list of factors presented in the Registration Statement are, considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
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 SEC and/or applicable
Canadian securities regulatory authorities, including the risk factors identified in RBA’s most recent Quarterly Reports on
Form 10-Q and Annual Report on Form 10-K and IAA’s most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
The forward-looking statements included in this communication are made only as of the date hereof. Neither RBA nor IAA undertakes
any obligation to update any forward-looking statements to reflect actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as
required by law.
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 U.S. Securities Act of 1933, as amended, 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 IAA transaction, RBA filed with the
SEC and applicable Canadian securities regulatory authorities a registration statement on Form S-4 to register the common shares of RBA
to be issued in connection with the proposed IAA transaction on December 14, 2022 (the “Initial Registration Statement”),
as amended by Amendment No. 1 and Amendment No. 2 to the Initial Registration Statement filed with the SEC and applicable Canadian securities
regulatory authorities on February 1, 2023 and February 9, 2023, respectively (together with the Initial Registration Statement, the “Registration
Statement”). The Registration Statement was declared effective by the SEC on February 10, 2023. The Registration Statement includes
a joint proxy statement/prospectus which will be sent to the shareholders of RBA and stockholders of IAA seeking their approval of their
respective transaction-related proposals. Each of RBA and IAA may also file other relevant documents with the SEC and/or applicable Canadian
securities regulatory authorities regarding the proposed IAA transaction. This document is not a substitute for the proxy statement/prospectus
or Registration Statement or any other document that RBA or IAA may file with the SEC and/or applicable Canadian securities regulatory
authorities. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND APPLICABLE
CANADIAN SECURITIES REGULATORY AUTHORITIES IN CONNECTION WITH THE PROPOSED IAA TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RBA,
IAA AND THE PROPOSED IAA TRANSACTION.
Investors and security holders may obtain copies of these
documents (when they are available) free of charge through the website maintained by the SEC at www.sec.gov, SEDAR at www.sedar.com
or from RBA at its website, investor.ritchiebros.com, or from IAA at its website, investors.iaai.com. Documents filed with the SEC
and applicable Canadian securities regulatory authorities by RBA (when they are available) will be available free of charge by
accessing RBA’s website at investor.ritchiebros.com under the heading Financials/SEC Filings, or, alternatively, by directing
a request by telephone or mail to RBA at 9500 Glenlyon Parkway, Burnaby, BC, V5J 0C6, Canada, and documents filed with the SEC by
IAA (when they are available) will be available free of charge by accessing IAA’s website at investors.iaai.com or by
contacting IAA’s Investor Relations at investors@iaai.com.
Participants in the Solicitation
RBA and IAA, certain of their respective directors and executive officers
and other members of management and employees, and Jeffrey C. Smith and potentially other Starboard employees, may be deemed to be participants
in the solicitation of proxies from the stockholders of RBA and IAA in respect of the proposed IAA transaction under the rules of the
SEC. Information about RBA’s directors and executive officers is available in RBA’s definitive proxy statement on Schedule
14A for its 2022 Annual Meeting of Shareholders, which was filed with the SEC and applicable Canadian securities regulatory authorities
on March 15, 2022, and certain of its Current Reports on Form 8-K. Information about IAA’s directors and executive officers is available
in IAA’s Annual Report on Form 10-K for its fiscal year 2022, which was filed with the SEC on February 24, 2023. Other information
regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, including information with respect to Mr. Smith, are contained or will be contained in the joint proxy
statement/prospectus and other relevant materials filed or to be filed with the SEC and applicable Canadian securities regulatory authorities
regarding the proposed IAA transaction when they become available. Investors should read the joint proxy statement/prospectus carefully
before making any voting or investment decisions. You may obtain free copies of these documents from RBA or IAA free of charge using the
sources indicated above.
IAA Contacts
Investors
Farah Soi / Caitlin Churchill
ICR
(203) 682-8200
IAA_IR@icrinc.com
Media
Jeanene O’Brien
IAA, Inc.
(708) 492-7328
jobrien@iaai.com
Ira Gorsky
Edelman Smithfield
(732) 740-5872
iaa@edelmansmithfield.com
