AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among RITCHIE BROS. AUCTIONEERS INCORPORATED, RITCHIE BROS. HOLDINGS INC., IMPALA MERGER SUB I, LLC, IMPALA MERGER SUB II, LLC, and IAA, INC. Dated as of November 7, 2022Merger Agreement • November 7th, 2022 • IAA, Inc. • Retail-auto dealers & gasoline stations • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of November 7, 2022 (this “Agreement”), is entered into by and among Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“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 (the “Company”).
