Asset manager Janus Henderson has come out against Ritchie Bros. Auctioneers’ planned acquisition of auto salvage company IAA, calling the deal risky and a distraction to the Canadian’s company’s strategy.

Also on Monday, two major Ritchie Bros. shareholders told Bloomberg News that they supported management, in a boost to the company’s hopes of getting the deal done next month.

Bloomberg said Independent Franchise Partners and Eagle Asset Management would vote for the deal, adding a little under 7% of the outstanding shares in favor of a transaction. Independent Franchise Partners recently agitated against the merger of News Corp. and Fox Corp.

Ritchie Bros. still has two major shareholders opposing the merger, including Luxor Capital Group and, as of Monday, London-based Janus.

“At the core, we believe the merger would introduce a level of unnecessary risk for Ritchie Brothers shareholders,” wrote Janus, which stated its intention to vote the deal down on March 14.

Janus argued that Ritchie Bros. is in a much stronger position than IAA, both in terms of market share and client base, and said the U.S. company is likely to need large investments to catch up with its main competitor, Copart.

“IAA is a challenged business with an underperforming stock,” wrote Janus Portfolio Managers Brian Demain and Cody Wheaton, and Scott Stutzman, an analyst at the firm, in a letter Monday. “It is not the responsibility of Richie Brothers shareholders to rescue IAA from a competitively disadvantaged position against Copart.”

Janus urged Ritchie Bros.’ to focus on executing management’s vision of becoming a “one-stop-shop” for heavy equipment users, saying that shareholders would be “best served by the company focusing on its core business and realizing the benefits of this strategy.”

The planned tie-up received a boon last week after Ritchie Bros. sweetened its offer for IAA holders following a $500 million investment agreement with Starboard Value. Ritchie Bros. increased the cash component of its offer to IAA holders to $12.80 per share, from $10 per share. The suitor, however, reduced the offered stock, resulting in a headline value of $44.40 per share, compared to $46.88 per share when the merger was unveiled in November.

The recut deal failed to satisfy Luxor Capital, a 3.6% shareholder in Ritchie Bros. which has been pushing against the combination since December. Luxor took issue with new terms favoring Starboard and slammed Ritchie Bros.’ board for striking what it called “a completely unnecessary financing” deal with Jeffrey Smith’s activist fund.

In its Monday letter, Janus raised concerns that under the new terms, Starboard stands to make $80 million at the expense of existing Ritchie Bros. common shareholders.

“In summary, we have significant misgivings about the strategic and financial rationale for this deal, and think the structure and timing are concerning,” the letter concluded.

A Ritchie Bros. spokesperson told Insightia, “Given the 8% increase in Ritchie Bros.’ stock over the last two months, we believe our shareholders increasingly understand the financial and strategic benefits of the acquisition, amended agreement and Starboard’s investment, and we will continue to engage with Janus.”

Shares in Ritchie Bros. were up 2.3% Tuesday in midday trading in Toronto, while IAA’s New York-listed stock was down 1%.