Auction Technology Group (ATG) investor relations material

Deal rationale and strategic fit

• Acquisition combines auction and fixed price models, expanding supply in complementary categories and increasing reach into new bidder segments, enhancing differentiation and growth opportunities in the art and antique sector.

• Adds 1.3 million curated vintage and collectible items and 12,000 sellers, including 88,000 trade members, to the network.

• Increases buyer reach by 4.5 million monthly visits, strengthening the network effect and platform liquidity.

• Strengthens leadership in a fragmented market, with the fixed/list price market three times the size of the auction market.

• Enables transformative growth by leveraging data to monetize underbidders and create a unique buyer experience.

Financial terms and conditions

• Purchase price is $85 million on a cash-free, debt-free basis, funded through cash on hand and existing revolving credit facility, with no deferred or contingent consideration.

• Pro-forma net leverage expected to rise to approximately 2.3x post-acquisition, with plans to delever quickly.

• RCF capacity extended by $75 million, increasing total commitment to $275 million.

• Chairish reported $51.2 million revenue and $(0.4) million adjusted EBITDA for 2024.

• Adjusted EBITDA positive in FY26, accretive to adjusted EPS in FY27, and ROIC expected to exceed WACC in FY28.

Synergies and expected cost savings

• $8 million in high-confidence operational synergies identified, to be realized by FY27, including $3–4 million from personnel overlap and $2–3 million from marketing spend reductions.

• Additional $2 million in synergies expected from aligning payment monetization with existing platforms.

• Consolidation of systems, vendor contracts, and fee structures to optimize margins.

• Revenue synergies anticipated as buyer and seller networks are integrated and inventory is cross-listed.

• More than half of savings to be delivered by 2026, with full run rate by 2027.