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Founded in 1999, IronPlanet enhances Ritchie Bros.’ primarily finish-consumer buyer base, because it focuses largely on the wants of company accounts, gear producers, sellers and authorities entities in gear disposition options. It conducts its gross sales primarily via on-line-solely platforms, with weekly on-line auctions and in different gear marketplaces. IronPlanet, a personal firm based mostly within the United States, bought roughly US$787 million of Gross Merchandise Value (GMV)1 by means of their gross sales channels throughout 2015, and has achieved a 25.2% compounded progress price in belongings bought from 2013 by way of 2015. This progress momentum has continued, with a 41% improve in GMV in the course of the first half of 2016 relative to the identical interval in 2015.
“This transformative transaction is the logical next step for Ritchie Bros., building on our multi-channel platform, global reach and long-standing customer relationships. Together with IronPlanet, we will create a combined company of trusted brands with the ability to provide customers around the world with a greater number of choices and platforms to sell, buy and list equipment when, where and how they want – whether onsite or online. Our commitment to diversifying our offerings is directly in line with customer demand for multiple selling and buying solutions,” stated Ravi Saligram, Chief Executive Officer of Ritchie Bros. “This acquisition will assist speed up our progress in income and earnings and add shareholder worth by persevering with to broaden our capabilities in new channels, sectors, areas and buyer segments. Ritchie Bros. and IronPlanet each have gifted groups and profitable cultures constructed on a ardour for serving clients.”
“This is an exciting day for IronPlanet, our customers, employees and shareholders. IronPlanet joining forces with Ritchie Bros. will allow the combined company to deliver a multi-channel marketplace that will provide a full range of equipment asset management and disposition solutions. IronPlanet has built a leading online marketplace and technology platform across a number of verticals, and when combined with Ritchie Bros.’ strength in live onsite auctions, will prove to be a powerful combination in driving value for our customers,” stated Gregory J. Owens, Chairman and Chief Executive Officer of IronPlanet.
Compelling Strategic and Financial Rationale
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Ideal and complementary match to increase Ritchie Bros.’ technique to create a extra diversified, multi-channel firm with higher scale that may present much more option to clients. Equipment sellers steadily select to promote their belongings throughout a number of gross sales options. The transaction will convey collectively Ritchie Bros.’ power in stay, onsite and built-in on-line auctions with IronPlanet’s main place as an internet market, making a broader multi-format gear gross sales and asset administration platform, with options together with:
- Ritchie Bros. Auctioneers stay onsite and on-line simulcast auctions
- IronPlanet on-line-solely auctions, together with a Reserved Daily Marketplace & Buy-Now codecs
- Cat Auction Services reside onsite and on-line simulcast auctions (auctions anchored by Caterpillar sellers)
- Kruse Energy & Equipment AuctioneersSM reside onsite and on-line simulcast auctions (for the oil & fuel business)
- EquipmentOne on-line public sale and market
- Mascus gross sales itemizing service
- TruckPlanet®, GovPlanet®, SalvageSale and different sector-particular on-line gross sales channels
- Ritchie Bros. Private Treaty
- Ritchie Bros. Financial Services
- Creates a extra priceless market and expands addressable market. Customers will profit from a bigger market with extra consumers and sellers, in addition to a higher variety of decisions and providers. As an instance of the worth the mixed firm’s multi-channel transactional platforms and larger scale can ship, Ritchie Bros. additionally introduced immediately that it has entered right into a historic, lengthy-time period strategic alliance with Caterpillar, which can considerably strengthen its relationship with Caterpillar sellers. Ritchie Bros. will develop into Caterpillar’s most popular international companion for reside onsite and on-line auctions underneath the settlement, which can take impact upon completion of the IronPlanet acquisition. The addition of IronPlanet offers Ritchie Bros. with entry to new, giant buyer segments, together with authorities surplus and oil & fuel. Furthermore, the broader vary of gross sales options provided by the mixed firm will permit it to extra successfully meet buyer preferences in lots of key worldwide places, together with the U.Okay., Germany, Japan and China – the place Ritchie Bros.’ established infrastructure will present a platform to launch IronPlanet options.
- Strengthens digital capabilities to offer enhanced ranges of customer support. The mixed entity may have an built-in know-how platform to offer clients with extra tailor-made options that meet their wants and improve the general buyer expertise. These options, together with a number of supplier portal choices, worthwhile enterprise intelligence, amplified knowledge analytics and a number of on-line gross sales channels, place the mixed firm to offer complete asset administration options. Together, Ritchie Bros. and IronPlanet are higher positioned to cater to evolving shopper preferences, with extra transactions being carried out on-line. Collectively, Ritchie Bros. and IronPlanet (on a professional forma foundation) bought greater than US$three.zero billion of belongings via on-line transactions through the 12 months trailing June 30, 2016 – rating the mixed enterprise among the many world’s prime 50 B2B e-commerce corporations, based mostly on worth sold2.
- Expected to ship lengthy-time period progress and profitability. The transaction is predicted to be accretive to earnings inside the first yr (excluding transaction prices) and considerably bolster progress in Gross Auction Proceeds (GAP), income and earnings over the long run. The mixture may even improve the era of free money circulate, which can allow Ritchie Bros. to help strategic progress priorities, return worth to shareholders and scale back debt.
- Presents large alternatives to construct on Ritchie Bros.’ enterprise mannequin and robust heritage. Ritchie Bros. and IronPlanet share a ardour for serving clients and offering them with straightforward-to-use options. Bringing collectively Ritchie Bros.’ scale, geographic footprint and model power with IronPlanet’s complementary on-line fashions will supply clients extra choices to maneuver extra of their stock throughout a number of gross sales channels. Transparency and a buyer focus will proceed to be the cornerstones of the mixed firm, because it leverages greatest practices from each organizations, together with IronPlanet’s profitable inspection and IronClad Assurance® gear situation certification.
Transaction phrases
Under the phrases of the transaction, Ritchie Bros. will purchase 100% of the fairness of IronPlanet for about US$740 million in money and the idea of unvested fairness pursuits in IronPlanet, topic to adjustment, that brings the entire transaction worth to roughly US$758.5 million. This represents a 13.0x a number of of IronPlanet’s 2017 Estimated Adjusted EBITDA, inclusive of the anticipated $100 million internet current worth of tax synergies and $20 million in run-price value synergies. Ritchie Bros. intends to finance the transaction via a mixture of money available and new debt, and has bridge financing commitments from Goldman Sachs Bank USA topic to customary phrases and circumstances to facilitate the transaction shut. Following the shut of the transaction and the required financing, Ritchie Bros. is predicted to have a internet debt to EBITDA ratio of not more than three.0x.
Ritchie Bros. has secured employment agreements with key executives, who will complement the power of Ritchie Bros.’ international administration group. Mr. Owens has agreed to hitch the mixed firm’s government committee upon closing.
The transaction was permitted by the Boards of Directors of each corporations and is predicted to shut by the primary half of 2017, topic to regulatory clearances and the satisfaction of different customary closing circumstances.
Advisors
Goldman, Sachs & Co. is serving as monetary advisor to Ritchie Bros. and Skadden, Arps, Slate, Meagher & Flom LLP and Dechert LLP are serving as legal advisors. J.P. Morgan Securities LLC is serving as monetary advisor to IronPlanet and Orrick, Herrington & Sutcliffe LLP is serving as legal advisor.
*** Calabrio and KKR (NYSE: KKR) introduced that they’ve entered right into a definitive buy settlement whereby KKR will purchase Calabrio. Financial phrases of the transaction weren’t disclosed.
Founded in 2007, Calabrio offers merchandise and providers to assist corporations higher perceive their clients and leverage insights to catalyze progress. The Calabrio ONE® software program suite is a unified workforce optimization (WFO) answer — together with name recording, high quality administration, workforce administration and voice-of-the-buyer analytics — that data, captures and analyzes buyer engagement middle interactions to enhance the client expertise and drive prime-line enterprise progress. Calabrio options are constructed on an intuitive, net-based mostly structure that positions and accelerates the contact middle as an epicenter for buyer perception. The firm is a member of the Cisco Solution Partner Program and the Avaya DevConnect Program, and lately introduced a worldwide strategic partnership with Five9.
Calabrio has been acknowledged with a variety of business accolades, together with being named a “Leader” within the 2015 Gartner Magic Quadrant for Customer Engagement Center Workforce Optimization, on Star Tribune’s Top Workplaces listing for 3 consecutive years, profitable TMC’s CUSTOMER journal 2016 CRM Excellence Award and named Frost & Sullivan’s 2016 Workforce Optimization Solutions Company of the Year.
“We have worked to transform contact centers into customer engagement centers and we pride ourselves on empowering everyone in an organization — from contact center agents to the CEO — with easy-to-use tools that provide companies with a better understanding of their customer to help them grow,” stated Tom Goodmanson, president and CEO of Calabrio. “KKR shares our vision of putting the customer at the center of corporate strategy and we look forward to leveraging its deep technology industry knowledge and experience to fulfill our mission.”
He added, “We also want to thank Split Rock Partners and BlueStream Ventures for their 2007 investment in our business. Without their initial belief in our vision, we would not be in the position we find ourselves today.”
More than four,000 corporations worldwide belief Calabrio with their multi-channel contact facilities, together with Boeing, Maersk, REI and VITAS Healthcare.
“Evaluating data to measure and improve upon success is not only the direction the WFO market is heading, but where the world is heading,” stated Vincent Letteri, director at KKR and a member of KKR’s know-how staff. “From its start, Calabrio has been forward-thinking in its innovative approach to customer engagement through analytical insights. We look forward to working with the team to continue to build upon its pioneering model of customer service.”
A 2015 PwC survey of CEOs ranked knowledge mining and analytics because the second most strategically essential digital know-how and group functionality, solely behind cellular applied sciences for buyer engagement. According to the survey, CEOs additionally consider that knowledge and analytics is crucial functionality for delivering a greater buyer expertise and enterprise efficiencies.
John Park, director at KKR and a member of KKR’s know-how staff, added, “Calabrio has become one of the fastest-growing, quality companies in workforce optimization and customer engagement. With our partnership, we hope to accelerate the company’s growth even further as the world continues to move toward a customer engagement model through omnichannel integration.”
*** Mondelēz International, Inc. (Nasdaq: MDLZ) introduced it has ended discussions with The Hershey Company (NYSE: HSY) relating to a attainable mixture of the 2 corporations.
“As the world’s leading snacking company, we remain focused on successfully executing our strategy to deliver both sustainable top-line growth and significant margin expansion and are well-positioned to continue to deliver value to our shareholders,” stated Chairman and CEO Irene Rosenfeld. “Our proposal to acquire Hershey reflected our conviction that combining our two iconic American companies would create an industry leader with global scale in snacking and confectionery and a strong portfolio of complementary brands. Following additional discussions, and taking into account recent shareholder developments at Hershey, we determined that there is no actionable path forward toward an agreement. While we are disappointed in this outcome, we remain disciplined in our approach to creating value, including through acquisitions, and confident that our advantaged platform positions us well for top-tier performance over the long term.”
*** USMD Holdings (Nasdaq: USMD) disclosed the next on Tuesday morning:
On August 29, 2016, USMD Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WellMed Medical Management, Inc., a Texas corporation (“WellMed”), and Project Z Merger Sub, Inc., a Delaware corporation and an entirely-owned subsidiary of WellMed (“Merger Sub”). Subject to the phrases and circumstances set forth within the Merger Agreement, WellMed will purchase the Company by means of the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving as an entirely-owned subsidiary of WellMed.
Upon completion of the Merger, every excellent share of the Company’s widespread inventory, par worth $zero.01 per share (every, a “Share” and collectively, the “Shares”), issued and excellent instantly previous to the efficient time of the Merger can be mechanically cancelled, stop to exist and be transformed into the proper to obtain $22.34 in money, payable with out curiosity, much less any required withholding taxes, besides that any holder of Shares who correctly calls for appraisal of its Shares in compliance with the General Corporation Law of the State of Delaware (the “DGCL”) will probably be entitled to cost of the truthful worth of its Shares until such demand is subsequently withdrawn.
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