Auction Technology Group (ATG) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands leadership in the online arts and antiques market by combining auction and fixed price models, broadening consumer choice and transforming the industry.

• Adds 1.3 million curated vintage and collectible items and 12,000 sellers, including 88,000 trade members, expanding supply and reach into new bidder segments.

• Increases buyer reach by 4.5 million monthly visits and over 1.5 million social media followers, strengthening the network effect and platform liquidity.

• Strengthens global competitive position in a fragmented market, with the fixed price segment three times the size of the auction market.

• Enables monetization of underbidders by offering immediate fixed price alternatives, creating a unique value proposition.

Financial terms and conditions

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

• Pro-forma net leverage post-acquisition is expected to rise to approximately 2.3x.

• 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 EPS in FY27, and ROIC expected to exceed WACC by FY28.

Synergies and expected cost savings

• $8 million in high-confidence annualized operational synergies identified, primarily from headcount rationalization, marketing spend reduction, and payment monetization alignment, to be realized by FY27.

• Headcount optimization expected to save $3–4 million, marketing efficiency improvements $2–3 million, and increased take rate $2 million.

• Over half of these synergies expected to be realized in 2026, with full run rate by 2027.

• Additional synergies anticipated from cross-listing inventory and revenue growth as networks are integrated.

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