Sends Letter to RBA Shareholders
Urges Shareholders to Vote on the GREEN Proxy Card AGAINST the IAA Merger
NEW YORK, Feb. 13, 2023 (GLOBE NEWSWIRE) -- Luxor Capital Group, LP (“Luxor”), as the manager of funds owning 4.7 million shares of Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (“RBA” or the “Company”), representing approximately 4.2% of the Company’s outstanding shares, today announced they have filed their definitive proxy statement with the U.S. Securities and Exchange Commission and sent a letter to the Company's shareholders highlighting significant concerns with the proposed merger with IAA, Inc. (NYSE: IAA) (the “IAA Merger”). The definitive proxy statement is available here: https://www.sec.gov/Archives/edgar/data/1046102/000110465923019026/tm233463-1_defc14a.htm or under Ritchie Bros. profile on SEDAR at www.sedar.com
Douglas Snyder, President of Luxor, commented:
“As the RBA management team continues its attempts to push through this self-serving, ill-advised merger with IAA despite the negative market and shareholder reaction, we cannot sit idly by watching shareholder value destroyed. This deal demonstrates the Company's reckless disregard for shareholders and causes us to further question whose interests are being protected.
Luxor has now been joined by many other top shareholders and sell-side analysts voicing their dismay with this merger, both publicly and in private conversations, noting its lack of merit and inherent value destroying components. This sustained cadence would serve as motivation to any rational board to reassess a proposed merger.
Hearing these many voices against this deal, we expect that our fellow shareholders will join us in defeating this poorly conceived transaction and returning Ritchie Bros. to its value creation path.”
The full text of the letter Luxor is sending to RBA shareholders can be viewed at the following link: https://www.luxorcap.com/Lux02132023.pdf
Luxor’s definitive proxy materials can be viewed at the following link: https://www.sec.gov/Archives/edgar/data/1046102/000110465923019026/tm233463-1_defc14a.htm
We urge stockholders to read today’s letter and obtain important information about how to vote on the GREEN Proxy Card to vote AGAINST the IAA Merger.
RBA has announced a scheduled record date of January 25, 2023 as the record date for stockholders to be eligible to vote at the Special Meeting. We remind shareholders that, as currently scheduled, only shares of RBA common stock held as of such date may be voted at the Special Meeting. Shareholders should therefore, to the extent pledged or loaned, recall any shares they owned as of January 25, 2023. Any shares not acquired or recalled as of the record date will be unable to be voted at the Special Meeting.
|If you require assistance in voting your GREEN proxy or would like to receive updates, please call Okapi Partners toll-free at + 1 (877) 629-6356 or Shorecrest Group at + 1 (888) 637-5789.|
After reading the information provided, if you agree that the IAA Merger is not in the best interest of RBA or its shareholders, we urge you to take the time to vote AGAINST using your GREEN proxy card. If you have already voted using the Company’s white proxy card, you have every right to change your vote by using the GREEN proxy card that is being mailed to shareholders of record. Only the latest-dated validly executed proxy that you submit will be counted. Please follow the instructions on the GREEN proxy card to vote using one of the available methods provided. To ensure your vote is counted, we recommend that you vote on the internet where possible, so your vote is received before March 9, 2023 at 5:00 p.m. (Pacific Time).
YOUR VOTE IS IMPORTANT IN DETERMINING THE FUTURE OF RITCHIE BROS.
About Luxor Capital Group, LP:
Luxor Capital Group, LP is a multi-billion-dollar investment manager, which was founded in 2002 and is based in New York. It makes investments through its fundamental, long-term oriented investment process. The firm has an extensive history of investing in global marketplaces businesses.
Luxor Capital Group, LP has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”), together with the other Participants named in the proxy statement, to be used to solicit proxies in connection with a special meeting of the shareholders of Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (the “Company”). All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying GREEN proxy card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents, available at no charge from the Participants’ proxy solicitors, Okapi Partners LLC by phone at (877) 629-6356 (Toll Free) or by email to email@example.com, or to Shorecrest Group by phone at (888) 637-5789 (Toll Free) or by email at firstname.lastname@example.org. Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the definitive proxy statement filed by the Participants with the SEC on February 10, 2023. This document is available free of charge on the SEC website.
Information in Support of Public Broadcast Solicitation
Luxor is relying on the exemption under section 9.2(4) of National Instrument 51‐102 ‐ Continuous Disclosure Obligations (“NI 51-102”) to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations and contains the information required by section 9.2(4)(c) of NI 51-102.
This solicitation is being made by Luxor, as well as LCG Holdings, LLC, Lugard Road Capital GP, LLC, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners Long Offshore Master Fund, LP, Luxor Capital Partners, LP, Lugard Road Capital Master Fund, LP, Luxor Management, LLC, and Christian Leone, and Jonathan Green (collectively, the “Participants”), and not by or on behalf of the management of the Company. The address of RBA is 9500 Glenlyon Parkway Burnaby, British Columbia V5J 0C6.
Luxor may solicit proxies in reliance upon the “quiet solicitation” and public broadcast exemptions to the solicitation requirements under applicable Canadian laws, with the latter conveyed by way of public broadcast, including press release, speech or publication, and otherwise by any other manner permitted under applicable Canadian laws. Upon mailing of Luxor’s proxy statement to Company shareholders, proxies may be solicited by mail, facsimile, telephone, telegraph, internet, in person and by advertisements.
Luxor has engaged Okapi Partners and Shorecrest Group for solicitation and advisory services in connection with this solicitation, for which Okapi Partners and Shorecrest Group will receive a fee not to exceed $180,000 in the aggregate, together with reimbursement for each of their reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Okapi Partners and Shorecrest Group will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Luxor has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the RBA common shares they hold of record. Luxor will reimburse these record holders for their reasonable out-of-pocket expenses in so doing.
The entire expense of soliciting proxies is being borne by Luxor. If successful, Luxor may seek reimbursement from the Company of all expenses it incurs in connection with this solicitation. Luxor does not intend to submit the question of such reimbursement to a vote of security holders of the Company.
Shareholders of the Company may revoke their proxies at any time before their shares are voted at the Special Meeting by (i) sending a written notice of revocation, (ii) properly submitting a new, later-dated proxy card (in which case only the later-dated proxy is counted and the earlier proxy is revoked), (iii) submitting a proxy via the internet, telephone or mail at a later date using the instructions on the enclosed GREEN proxy card (in which case only the later-dated proxy is counted and the earlier proxy is revoked), or (iv) attending the Special Meeting and voting virtually (although attendance at the Special Meeting will not in and of itself constitute a vote or revocation of a prior proxy). Beneficial owners of RBA common shares may change their voting instructions only by submitting new voting instructions to the brokers, banks or other nominees that hold their RBA common shares of record.
The delivery of a subsequently dated proxy, as set out above, which is properly completed will constitute a revocation of any earlier delivered proxy. The revocation may be delivered either to Luxor in care of Okapi Partners or Shorecrest Group at the addresses set forth on the back cover of Luxor’s proxy statement or to the Company at Ritchie Bros. Auctioneers Incorporated, 9500 Glenlyon Parkway, Burnaby, BC V5J 0C6 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, Luxor requests that either the original or photostatic copies of all revocations be mailed to Luxor in care of Okapi Partners or Shorecrest Group at the addresses set forth on the back cover of Luxor’s proxy statement so that Luxor will be aware of all revocations and can more accurately determine if and when proxies have been received from the requisite RBA shareholders on the record date for the Special Meeting.
To the knowledge of Luxor, except as disclosed in the proxy statement, none of Luxor or the other Participants or any of their respective associates or affiliates has any material interest, direct or indirect, in any matter proposed to be acted on at the Special Meeting.
Luxor Capital Group, LP
Mark Harnett & Bruce Goldfarb
Okapi Partners LLC
Dan Gagnier & Riyaz Lalani