Ritchie Bros. to Buy SmartEquip

Ritchie Bros. Auctioneers and SmartEquip have entered into a definitive agreement under which Ritchie Bros. will acquire SmartEquip for approximately US$175 million. Completion of the acquisition is subject to customary closing conditions, including, among other conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "This acquisition furthers our goal of providing the best experience for our customers as we continue our transition from a traditional auctioneer to a marketplace for insights, services, and transaction solutions for commercial assets," said Ann Fandozzi, chief executive officer, Ritchie Bros. "SmartEquip will enable us to offer asset-specific, full-lifecycle parts and service support on behalf of our dealer and OEM partners to our buyers." SmartEquip is a multi-manufacturer platform that provides customers with real-time service and diagnostic support, customized by serial number, to each asset in their fleet. It also enables electronic procurement of parts from OEMs and their dealers. The company supports approximately $1 billion in annual transaction volume with more than 600 OEM brands, on behalf of fleet locations across North America, Europe, and the Asia Pacific. SmartEquip has 60 employees and will continue to operate as a standalone business and maintain its physical presence in Norwalk, Connecticut for the foreseeable future. "Ritchie Bros. is a perfect partner for us, with over 60 years of experience and a global footprint," said Bryan Rich, SmartEquip's executive chairman. "Through their global customer base, this merger will accelerate SmartEquip's ability to support its rapidly growing footprint across our joint global marketplaces and engaged customer base. At closing, the existing SmartEquip team, including all senior management, will transition over and participate in the next growth stage of the SmartEquip network." Under the terms of the transaction, Ritchie Bros. will acquire 100% of the equity of SmartEquip for approximately US$175 million, subject to adjustment. Strategic Rationale for the Acquisition: Enables Better Customer and Partner Experience – the combination of SmartEquip and Ritchie Bros. will enable and accelerate adoption of parts and service sales on behalf of our dealer and OEM partners by providing a seamless experience for end users Accelerates the Execution of our Strategy – This highly complementary acquisition builds on Ritchie Bros.' vision of becoming a trusted global marketplace for insights, services and transaction solutions for commercial assets Deepens IMS Connectivity – SmartEquip will deepen IMS (inventory management system) connectivity and will further enable digital solutions at scale around inspections and ancillary services, while enabling better optimization of search and advertising revenue streams Advisors: Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Ritchie Bros. and Dorsey & Whitney LLP and Dechert LLP are serving as legal advisors. Houlihan Lokey, Inc. is serving as financial advisor to SmartEquip and Robinson+Cole, LLP is serving as legal advisor.