Ritchie Bros. Auctioneers, a leading global asset management, disposition, and services company announced that its wholly owned indirect subsidiary, Ritchie Bros. UK Holdings Ltd. (“RB Purchaser”) is discontinuing the Phase 2 review by the UK Competition and Markets Authority (the “CMA”).
The Sale and Purchase Agreement dated August 9, 2021 (the “Agreement”) pursuant to which the RB Purchaser had agreed to purchase Euro Auctions Limited, William Keys & Sons Holdings Limited, Equipment & Plant Services Ltd and Equipment Sales Ltd. will automatically terminate on June 28, 2022.
The decision follows the referral of the proposed acquisition to a Phase 2 review by the CMA. Amongst other things, completion of the Agreement is conditional on receipt of clearance from the CMA on terms satisfactory to the RB Purchaser, but after extensive consideration the RB Purchaser does not believe there is any realistic prospect for approval by the CMA on such terms given the significant concerns raised by the CMA to date.
The Company intends to issue redemption notices with respect to the US$600 million aggregate principal amount of 4.750% senior notes due 2031 and the C$425 million aggregate principal amount of 4.950% senior notes due 2029 previously issued to finance a portion of the cash consideration for the proposed acquisition and expects to complete the redemptions within 10 business days.
Ann Fandozzi, the Company’s Chief Executive Officer, said: “We are disappointed by the decision taken by the CMA to refer the proposed acquisition to a Phase 2 review and respectfully disagree with their views. While we believe the proposed acquisition would have accelerated our strategy, we remain committed to forging ahead in our transformational journey to become the trusted global marketplace for insights, services and transaction solutions. We will continue to seek out and execute on organic investments and key acquisitions to accelerate our pace in achieving our ultimate vision.”
