FitzWalter issues fresh rebuke in takeover tussle with Auction Technology

(Sharecast News) - Auction Technology Group was in the spotlight on Monday after its largest shareholder, FitzWalter Capital, issued a sharply critical public statement attacking the board's strategy and conduct in relation to a possible takeover, intensifying a dispute that began with ATG's rejection of a proposed offer earlier this month. In a statement, FitzWalter Capital responded to ATG's 5 January announcement, which disclosed and dismissed FitzWalter's indicative approach, and accused the board of presiding over "extreme shareholder value destruction".

FitzWalter said ATG's share price had fallen 51%, 46%, 64% and 82% over one, two, three and four years respectively, and argued that claims by the board about confidence in the group's standalone prospects "ring hollow" given that performance.

FitzWalter reiterated that it made an indicative cash offer of 360p per share on 23 December to acquire all of the issued and to be issued share capital of Auction Technology Group not already owned by it, representing a premium of about 33% to ATG's closing share price on 2 January.

ATG disclosed that proposal on 5 January, stating that the board had unanimously rejected 11 unsolicited and highly conditional approaches from FitzWalter on the basis that they fundamentally undervalued the business.

In its latest statement, FitzWalter criticised the board's recent capital allocation decisions, focusing on the roughly $100m acquisition of loss-making US marketplace Chairish in August 2025.

It noted that ATG's shares fell 21.7% on the day the deal was announced and said adjusted EBITDA had declined in the past year for the first time since listing, which it attributed to cost-driven margin pressure.

The investor also challenged ATG's assertion that the board had engaged constructively, saying it had been informed in September that the board's preferred alternative to a takeover was a disposal of the group's I&C division, which FitzWalter said represented around 45% of 2025 adjusted EBITDA.

FitzWalter claimed no formal sales process had been run, that engagement had been limited, and that work on a carve-out and separation plan was at an early stage.

It said it had kept its possible offer alive to ensure UK Takeover Code protections against what it described as the risk of a value-destructive disposal or further acquisitions without shareholder approval.

"Given the majority of the board has de minimis shareholdings in the company, and therefore has not experienced the pain that shareholders have suffered as a result of the value destruction the board has presided over for many years, it is perhaps unsurprising that the board's conviction in ATG's prospects as standalone company under its governance, its credibility in acquisitions and divestitures, and its own view of fundamental value, is so totally and completely detached and divorced from their track record, as evidenced by the share price performance," said Andrew Gray of FitzWalter.

ATG's previous response, issued on 5 January, maintained that the board believed FitzWalter's proposals were opportunistic and did not reflect the company's fair value or future prospects.

Chair Scott Forbes said at the time that "ATG remains confident about achieving its ambitions as a publicly listed company and delivering significant shareholder value", adding that the board had engaged constructively with FitzWalter while defending against disruptive approaches.

Under the UK Takeover Code, FitzWalter has until 1700 GMT on 2 February to announce a firm intention to make an offer for ATG or confirm that it did not intend to do so, unless the deadline was extended by the Takeover Panel.

At 0812 GMT, shares in Auction Technology Group were up 0.61% at 330p.

Reporting by Josh White for Sharecast.com.