An investor which has seen 11 takeover bids rebuffed by Auction Technology Group has slammed the London-listed firm over ‘extreme shareholder value destruction’.
ATG rejected a series of “unsolicited, opportunistic and highly conditional” approaches from FitzWalter Capital Limited, its largest shareholder, about a possible cash offer for the shares it does not already own.
The firm, which is also headquartered in the capital, said its board has unanimously rejected 11 proposals since 11th September 2025, including the latest approach on 23rd December 2025 at 360p per share, arguing they “fundamentally undervalue” the business and its prospects.
The company said it views the repeated approaches as an opportunistic attempt to buy the business while its market valuation is “currently disconnected from the company’s fair value”.
Now FitzWalter Capital has hit back, saying: “The words of the board ring hollow, having presided over such extreme shareholder value destruction.”
It pointed out the fact that ATG’s share price has declined 51%, 46%, 64% and 82% over one, two, three and four years, respectively.
It also pointed to the $100 million acquisition of Chairish, which was a loss-making business. The share price of ATG – chaired by Scott Forbes (pictured) – fell by 21.7% on the day that the deal was announced.
ATG had said its management team and board have “consistently and constructively engaged” with FitzWalter in recognition of its position as the company’s largest shareholder.
FitzWalter responded thus: “In September 2025, FitzWalter was informed by the board that its preferred alternative (vis a vis the FitzWalter possible offer) was a disposal of its very material I&C division (~45% of 2025 Adjusted EBITDA), in order to fund the re-investment of sale proceeds into subsequent acquisitions.
“The proposal to give up existing earnings and seek to replace them with new acquisitions of the board’s choosing would have been in the face of the severe negative share price reaction to ATG’s acquisition of Chairish only one month earlier.
“It also became clear to FitzWalter that the board had not run a formal sales process for I&C in order to maximise shareholder value, and that it had apparently only engaged with one party other than FitzWalter; and basic work with respect to identification of the key management to run the I&C business, the allocation of central costs between I&C and the remaining businesses, or details of the carve-out and separation roadmap, had barely commenced.”
In response to ATG assertion that its board had acted with conviction to acquire Chairish, FitzWalter said: “Chairish was a loss-making business at acquisition whose revenues have been broadly flat since COVID, and was a different business from ATG’s existing marketplaces at the time of acquisition. The Chairish acquisition cost (including integration and advisor fees) totalled more than 20% of ATG’s market capitalisation prior to the announcement of FitzWalter’s possible offer.
“If, even after shareholders have suffered the severity of shareholder value destruction caused by the share price reaction to the Chairish acquisition, and voted with their feet as to its merits, the board remain proud of (to the point of trumpeting) their ‘conviction’ – shareholders can ill afford any more of the board’s conviction.”
Andrew Gray at FitzWalter Capital added: “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.
“A common thread amongst the board’s recent actions has been to prevent shareholders having a chance to cast their own vote – on a divestment, acquisition, or offer for the company as a whole, and to pursue an alternative which entrenches the current board’s disastrous oversight.”
At the time of writing (9am) ATG’s share price has risen 15% in the year to date but is down 39% over the last 12 months. Its market cap currently sits at £397m.
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