Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Under the terms of the Merger Agreement, all of the issued and outstanding
common shares of
Company Sub has obtained a representation and warranty insurance policy with respect to the Merger (the "R&W Insurance Policy"), and has deposited into escrow specified portions of the total consideration otherwise payable in the Merger, to be held in escrow for, among other purposes, indemnification claims for a period of 12 months following the Closing Date, and purchase price adjustments, if any, under the Merger Agreement.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, attached hereto as Exhibits 2.1 and 2.2 and incorporated herein by reference. The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.
Item 3.02 Unregistered Sales of Securities.
The information in Item 1.01 is incorporated by reference into this Item 3.02. The Consideration Shares were not registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) or Rule 506 under the Securities Act for transactions not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description
2.1 Agreement and Plan of Merger datedSeptember 24, 2021 amongRitchie Bros. Auctioneers Incorporated , Ritchie Bros. Holdings Inc.,Lego Merger Sub, Inc. ,SmartEquip, Inc. , the Key Securityholders, theRollover Members and Fortis Advisors LLC (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onSeptember 28, 2021 ) 2.2 First Amendment to Agreement and Plan of Merger datedOctober 30, 2021 , by and among Ritchie Bros. Holdings Inc.,SmartEquip, Inc. andFortis Advisors LLC 99.1 Press release datedNovember 2, 2021 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
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