Ritchie Bros., a leading global asset management, disposition, and services company; and Europe's leading plant and machinery auction house, Euro Auctions, have jointly announced that they have entered into an agreement under which Ritchie Bros. will acquire Euro Auctions group for an enterprise value of £775 million (approximately US$1.08 billion).
Founded in 1998, Euro Auctions conducts unreserved heavy equipment auctions with onsite and online bidding under the brands Euro Auctions and Yoder & Frey, with 200+ employees in 14 countries. In 2020 the company conducted 60 auctions, selling close to 90,000 items for £484+ million across its nine locations in the United Kingdom, Northern Ireland, Germany, Spain, the United Arab Emirates, Australia, and the United States. Similar to Ritchie Bros., Euro Auctions also sells items through a timed auction format and a daily marketplace with Buy Now and Make Offer options.
“Ritchie Bros. and Euro Auctions are an ideal fit with a united goal to make asset insights, service offerings and disposition solutions easier than ever,” said Ann Fandozzi, Ritchie Bros. CEO. “Euro Auctions has an incredibly talented team, with expertise in asset sourcing, auction operations, sales, and customer service. Their ‘can do' attitude and entrepreneurial spirit combined with technology has helped them adapt and grow, in much the same way as we have. This acquisition significantly accelerates our strategy to drive revenue and earnings growth and add shareholder value by continuing to expand our capabilities in new channels, sectors, regions, and customer segments.”
Euro Auctions Founder and Director Derek Keys added, “Dave Ritchie and his brothers were a big inspiration for my brothers and I in the creation of Euro Auctions. We modeled much of what we do off Dave's customer-centric philosophy, which still runs through Ritchie Bros. today. Bringing us together will drive value for customers, as we provide more equipment, solutions, and services to the many industries and regions in which we operate.”
Ritchie Bros. will be retaining Euro Auctions employees and its brand, both of which are highly regarded in the EMEA region. This will expand Ritchie Bros.' overall footprint and access to equipment, while also tapping into new revenue streams with service offerings to Euro Auctions customers, including inventory management services, data solutions, financing, warranty, insurance, inspections, refurbishing, shipping, and more.
Strategic Rationale for the Acquisition:
· Accelerates our Journey – This acquisition will accelerate our journey, strengthen our strategic pillars and further establishes Ritchie Bros. as the trusted global marketplace for insights, service, and transaction solutions for commercial assets. Euro Auctions is an ideal and complementary brand to expand Ritchie Bros.' global footprint. This combination will bring unprecedented and diversified choice to customers around the world, facilitating better price discovery and more equipment selection. Euro Auctions has considerable presence across Europe and the Middle East, particularly in the U.K. and Germany and will serve as a platform to accelerate international growth.
· Accelerates Inventory Management System Adoption – Ritchie Bros. suite of tools and digital services will unlock value for Euro Auctions customers post acquisition, providing a more robust offering for customers. Tools and services include a free business inventory management system from RB Asset Solutions, data analytics tools like Market Trends and RB Asset Valuator, financing from Ritchie Bros. Financial Services, as well as shipping, insurance, warranties, refurb, and inspection services.
· Global Platform for At-Risk – The combined entity will be able to leverage industry best practices and decades of equipment expertise, while providing access to more capital to quickly offer robust at-risk consignment options for customers globally, regardless of transaction size.
Under the terms of the transaction, Ritchie Bros. will acquire 100% of the equity of the companies comprised within the Euro Auctions group for an enterprise value of £775 million (approximately US$1.08 billion) in cash. This represents an implied multiple of ~15.3x 2021E EBITDA (non-GAAP measure), including run rate synergies. Ritchie Bros. intends to finance the transaction through a combination of cash on hand and new debt; and has bridge financing commitments from Goldman Sachs Bank USA subject to customary terms and conditions to facilitate the transaction close. Following the close of the transaction and the required financing, Ritchie Bros. is expected to have an adjusted net debt to adjusted EBITDA ratio (non-GAAP measure) of approximately 3.9x.
Ritchie Bros. has secured employment arrangements with key management of the Euro Auctions business, including Derek Keys, who will continue to be involved for a minimum of three years post-closing. It is intended that Jonnie Keys will assume a senior leadership position, and Lynden and Trevor Keys will be retained as sourcing leads.
The transaction was approved by the Board of Directors of Ritchie Bros. and is expected to close in late 2021 or early 2022, subject to regulatory clearances and the satisfaction of other customary closing conditions.