IAA’s Amended Merger Agreement With Ritchie Bros., Cooperation Agreement With Ancora

New York – January 24, 2023 – Cooley advised Insurance Auto Auctions (IAA), a global digital marketplace connecting vehicle buyers and sellers, on an amendment to its previously announced merger agreement with Ritchie Bros., which provides for the stock and cash acquisition of IAA by Ritchie Bros. In connection with the amended merger agreement, Ancora has entered into a mutual cooperation agreement with IAA and, under the terms, has agreed to vote its shares, representing approximately 4% of IAA’s voting power, in favor of the transaction. Cooley also advised IAA on Ritchie Bros.’ concurrent $500 million investment from Starboard Value. Partners Jamie Leigh, John-Paul Motley, Ian Nussbaum, Bill Roegge and Logan Tiari led the Cooley teams.

The amended merger agreement will enhance value for Ritchie Bros.’ shareholders while increasing cash consideration for IAA shareholders. Ancora, a top shareholder of IAA, and Starboard Value, a new investor in Ritchie Bros., support the agreement. The combined company expects to capitalize on significant earnings potential, leverage the combined yard footprint to accelerate growth and continue to strengthen Ritchie Bros.’ core business as it integrates IAA.

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