An activist investor is seeking to replace the chair of Auction Technology Group plc months after it saw a dozen takeover bids rejected.
FitzWalter Capital, which is based in London, is ATG’s largest shareholder and is demanding that the firm – also headquartered and listed in London – be moved to the US.
It has requisitioned a general meeting to remove Scott Forbes (pictured) as a director and appoint Richard Campbell-Breeden in his place. If the resolutions are passed, FitzWalter will ask the board to appoint him as chair.
FitzWalter believes the new chair should oversee a comprehensive strategic review, including consideration of a full competitive sale process – but pledged that it would not participate itself as a potential bidder.
In February FitzWalter opted against making a final £491 million bid to buy ATG – which owns 10 marketplaces and connects auction houses with bidders globally – after slamming the company for failing to grant it access to conduct due diligence.
FitzWalter had previously accused the ATG board of ‘extreme value destruction’ and criticised its approach to disposals, as well as its $100m acquisition of US marketplace Chairish.
In May ATG appointed Duncan Painter, a former managing director at Sky, as CEO after John-Paul Savant agreed to stand down after a decade in the role.
FitzWalter has a 27.2% holding in ATG. In a members’ statement sent to shareholders, it said that should the resolutions to replace the chair be passed, it would support the share buyback proposed by the board.
Andrew Gray, partner at FitzWalter, said: “Scott Forbes has sat on ATG’s board through five years of value destruction. Replacing him clears the way for an independent strategic review, including a potential sale. Most importantly, shareholders will have the final say.”
Campbell-Breeden has 27 years of experience at Goldman Sachs, including as vice chairman of investment banking for Asia Pacific ex-Japan, advising boards on complex M&A, strategic alternatives and capital allocation. He has subsequently served as vice chairman and interim chairman of Julius Baer Group, a Swiss-listed wealth manager.
FitzWalter said he is independent and has no agreement or arrangement with FWC, or any prior business dealings.
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“ATG is a high-quality business with strong positions in attractive markets,” said Campbell-Breeden. “I look forward to engaging with shareholders and if they support my appointment, my priority would be to work constructively with the board and management to ensure that all credible strategic alternatives are properly and independently assessed, with the objective of maximising long-term value for all shareholders.
“I am independent of FitzWalter and would exercise my own judgement as a director and, if appointed, as chair. I have not prejudged the outcome of any strategic review. What matters is that the review is rigorous, open-minded and focused on delivering the best outcome for ATG and all its shareholders.”
FitzWalter said that as ATG is predominantly a US business, it “remains held back by its UK listing and headquarters”.
Over 80% of ATG’s revenue comes from its US operations, around 90% of its long-term assets are in the US, and its main marketplaces, LiveAuctioneers, Proxibid and Chairish, are American.
“Yet ATG carries the cost of a UK listing and a London head office,” it stated. “Running it from London not only adds layers of cost but also distances the Board from its employees and customers. In FWC’s view, a principally US business is best overseen from the US.
“ATG is likely to be more valuable to US private equity and strategic buyers. A US owner would operate ATG’s business without the UK plc costs, could accelerate growth and make full use of ATG’s strong cash generation, and could pay shareholders for cost savings the London market does not credit.”