Auction Technology Group Rejects Multiple Takeover Bids from Major Shareholder

Auction Technology Group has unanimously rejected eleven unsolicited proposals from its largest shareholder, FitzWalter Capital, including a 360 pence per share cash offer made in December. The board stated that the London-based investment firm’s proposals fundamentally undervalued the business and represented opportunistic attempts to capitalise on a temporary disconnect between the company’s market valuation and its assessed fair value.

Scott Forbes, chairman of ATG, disclosed that the board had engaged extensively with FitzWalter over a four-month period. The company has demanded that FitzWalter either submit a formal offer reflecting ATG’s true worth or withdraw its proposals by 2 February. FitzWalter’s most recent proposal valued Auction Technology at approximately 436 million pounds.

ATG’s share price responded positively to the announcement, rising 24.1 per cent, or 65 pence, to 335 pence on Monday. This movement reflects investor confidence in the board’s resistance to what many analysts view as undervalued bids. The company was originally floated at 600 pence per share in 2021 by private equity firm TA Associates, which had acquired ATG in 2020 from ECI Partners. The shares surged 30 per cent on the first day of trading, riding a wave of strong technology listings during that period. The stock reached over 1,500 pence that same year but has experienced significant decline since, falling approximately 40 per cent over the past twelve months.

TA Associates divested its entire stake in December 2024, removing a major institutional investor from the cap table. FitzWalter’s latest proposal included an irrevocable commitment to announce formal proposal terms on 12 January, which prompted ATG to make its rejection public on Monday. Forbes emphasised that the board maintains confidence in ATG’s prospects as a publicly listed entity and its capacity to deliver substantial shareholder value. He noted that as a sector leader, ATG is positioned to extend its market dominance and expand its footprint to capture additional share of the substantially underserved market for curated second-hand goods.

ATG operates a network connecting buyers and sellers of second-hand goods through auction and listing platforms. The company’s heritage traces to 1971 with the launch of the Antiques Trade Gazette, which it continues to publish. However, the firm derives most of its revenue from online marketplaces specialising in art, antiques, second-hand industrial machinery, and retailers’ surplus stock and returns. In August, the company acquired Chairish, a United States-based online marketplace for vintage furniture and art, for 85 million dollars; the transaction also included Chairish’s European counterpart, Pamono.

ATG reported an operating loss of 134.2 million dollars in the year ending September, primarily attributable to a 150.9 million dollar non-cash goodwill impairment charge. Revenue increased by 9.2 per cent to 190.2 million dollars. The company indicated that trading in the first month of its new financial year remained robust and consistent with full-year expectations.

FitzWalter Capital published a shareholder letter dated 23 December in which it outlined concerns regarding ATG’s performance and criticised the company’s alleged failure to engage with takeover proposals submitted over a three-month period. The shareholder contended that ATG had “destroyed value” through the Chairish acquisition, which was loss-making at the time of purchase and has since achieved only marginal revenue growth. FitzWalter calculated that advisory fees associated with the Chairish transaction exceeded 20 per cent of ATG’s market capitalisation. The statement attributed the substantial share price decline to management’s tolerance of cost-driven margin deterioration across the business and questioned whether the existing board adequately represents shareholder interests.

Other significant shareholders include T Rowe Price holding 7.6 per cent, Liontrust Asset Management with 6.7 per cent, Columbia Threadneedle with 4.9 per cent, Capital Group with 4.6 per cent, Aberdeen Group with 3.7 per cent, and RWC Partners with 3.4 per cent. The rejection of FitzWalter’s proposals suggests that the board retains sufficient backing to maintain its independence and strategic direction, at least in the immediate term.