30 января 2023
Информационное сообщение по корпоративному действию № 1323524561BNYDTC
Информационное сообщение по корпоративному действию № 1323524561BNYDTC
| Информация о корпоративном действии | |
| Отправитель сообщения: | Settlement Depository SPBBank |
| Получатель сообщения: | Общество с ограниченной ответственностью "Управляющая компания "Альфа-Капитал" |
| Дата и время отправки сообщения: | 2023-01-30T04:27:58.49Z |
| Номер сообщения: | 3547853 |
| Схема: | seev.031.001.04 |
| Функция сообщения: | NEWM |
| Референс корпоративного действия: | 1323524561BNYDTC |
| Код типа корпоративного действия: | MRGR |
| Дата вступления в силу: | |
| Информация о ценной бумаге | |
| ISIN: | US4492531037 |
| Наименование ценной бумаги: | IAA, Inc. - IAA |
| Номер счета/субсчета депо: | ADB00494 |
| Количество бумаг: | 1.00000000 |
| Дополнительная информация: | |
| +++UPDATE AS ON 27 JANUARY 2023+++ . HOLDERS ARE ADVISED THE SHAREHOLDERS OF RITCHIE BROS. AUCTIONEERS INCORPORATED, A COMPANY ORGANIZED UNDER THE FEDERAL LAWS OF CANADA ( RBA OR THE COMPANY), IN CONNECTION WITH THE SOLICITATION OF PROXIES BY LUXOR CAPITAL GROUP, LP (TOGETHER WITH ITS AFFILIATES, LUXOR OR WE) TO OPPOSE PROPOSALS RELATED TO THE PROPOSED ACQUISITION OF IAA, INC., A DELAWARE CORPORATION (IAA) BY RBA AT THE SPECIAL MEETING OF SHAREHOLDERS OF RBA SCHEDULED TO BE HELD ON MARCH 14, 2023 (INCLUDING ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, THE SPECIAL MEETING). . +++ END OF UPDATE +++ . +++UPDATE AS ON 26JAN2023+++ . HOLDERS ARE ADVISED THAT THE INFORMATION CONTAINED IN THE EVENT REPRESENTS UNCONFIRMED DATA AND IS SUBJECT TO CHANGE. . ON NOVEMBER 7, 2022, RITCHIE BROS. AUCTIONEERS INCORPORATED, A COMPANY ORGANIZED UNDER THE FEDERAL LAWS OF CANADA (RBA), ENTERED INTO AN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (THE MERGER AGREEMENT) WITH RITCHIE BROS. HOLDINGS INC., A WASHINGTON CORPORATION AND A DIRECT AND INDIRECT WHOLLY OWNED SUBSIDIARY OF RBA (US HOLDINGS), IMPALA MERGER SUB I, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A DIRECT WHOLLY OWNED SUBSIDIARY OF US HOLDINGS (MERGER SUB 1), IMPALA MERGER SUB II, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A DIRECT WHOLLY OWNED SUBSIDIARY OF US HOLDINGS (MERGER SUB 2), AND IAA, INC., A DELAWARE CORPORATION (IAA), PROVIDING FOR RBAS ACQUISITION OF IAA FOR TOTAL CONSIDERATION AS OF THE DATE HEREOF OF APPROXIMATELY USD 7.3 BILLION, INCLUDING THE ASSUMPTION OF APPROXIMATELY USD 1.0 BILLION IN DEBT. UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT, (I) MERGER SUB 1 WILL BE MERGED WITH AND INTO IAA (THE FIRST MERGER), WITH IAA SURVIVING AS AN INDIRECT WHOLLY OWNED SUBSIDIARY OF RBA AND A DIRECT WHOLLY OWNED SUBSIDIARY OF US HOLDINGS (THE SURVIVING CORPORATION) AND (II) IMMEDIATELY FOLLOWING THE CONSUMMATION OF THE FIRST MERGER, THE SURVIVING CORPORATION WILL BE MERGED WITH AND INTO MERGER SUB 2 (TOGETHER WITH THE FIRST MERGER, THE MERGERS), WITH MERGER SUB 2 SURVIVING AS A DIRECT WHOLLY OWNED SUBSIDIARY OF US HOLDINGS. SUBJECT TO THE TERMS AND CONDITIONS OF THE MERGER AGREEMENT, EACH SHARE OF IAA COMMON STOCK, PAR VALUE USD 0.01 PER SHARE (IAA COMMON STOCK), ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF THE FIRST MERGER (THE EFFECTIVE TIME) (EXCLUDING ANY SHARES OF IAA COMMON STOCK HELD BY IAA AS TREASURY STOCK, OWNED BY RBA, US HOLDINGS, MERGER SUB 1 AND MERGER SUB 2 IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, OR OWNED BY STOCKHOLDERS OF IAA WHO HAVE VALIDLY DEMANDED AND NOT WITHDRAWN APPRAISAL RIGHTS IN ACCORDANCE WITH SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW) WILL BE CONVERTED AUTOMATICALLY INTO THE RIGHT TO RECEIVE (A) 0.5804 OF A COMMON SHARE, WITHOUT PAR VALUE, OF RBA (RBA COMMON SHARES) AND (B) USD 10.00 IN CASH, WITHOUT INTEREST (TOGETHER, THE MERGER CONSIDERATION). IN ADDITION, SUBJECT TO THE TERMS AND CONDITIONS OF THE MERGER AGREEMENT, AT THE EFFECTIVE TIME, ALL OUTSTANDING IAA EQUITY AWARDS (OTHER THAN THOSE THAT VEST IN ACCORDANCE WITH THEIR TERMS UPON THE FIRST MERGER) WILL BE ASSUMED BY RBA. UPON COMPLETION OF THE MERGERS, RBA STOCKHOLDERS WILL OWN APPROXIMATELY 59 PERCENTAGE OF THE COMMON SHARES OF THE COMBINED COMPANY AND IAA STOCKHOLDERS WILL OWN APPROXIMATELY 41 PERCENTAGE . ON JANUARY 22, 2023, RBA, 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). PURSUANT TO THE AMENDMENT, EACH SHARE OF IAA COMMON STOCK, PAR VALUE USD 0.01 PER SHARE (IAA COMMON STOCK), ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME OF THE FIRST MERGER (THE EFFECTIVE TIME) (EXCLUDING ANY SHARES OF IAA COMMON STOCK HELD BY IAA AS TREASURY STOCK, OWNED BY RBA, US HOLDINGS, MERGER SUB 1 AND MERGER SUB 2 IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, OR OWNED BY STOCKHOLDERS OF IAA WHO HAVE VALIDLY DEMANDED AND NOT WITHDRAWN APPRAISAL RIGHTS IN ACCORDANCE WITH SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW) WILL BE CONVERTED AUTOMATICALLY INTO THE RIGHT TO RECEIVE (I) 0.5252 OF A COMMON SHARE, WITHOUT PAR VALUE, OF RBA (RBA COMMON SHARES) AND (II) USD 12.80 IN CASH, WITHOUT INTEREST (TOGETHER, THE MERGER CONSIDERATION), INSTEAD OF (A) 0.5804 OF AN RBA COMMON SHARE AND (B) USD 10.00 IN CASH, WITHOUT INTEREST, AS PROVIDED IN THE ORIGINAL MERGER AGREEMENT. . +++END OF UPDATE+++ APAC based clients: GCEAPAC(AT)bnymellon.com OR+1 646 782 9300 EMEA based clients: GCEEMEA(AT)bnymellon.com OR+44 161 687 4545 Americas based clients: GCEAMERICAS(AT)bnymellon.com OR+1 412 234 0660 OR +1 617 382 1600BNYM568 | |