Auction Technology Group (ATG) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands leadership in the online arts and antiques market by offering both auction and fixed-price formats, broadening consumer choice and strengthening competitive position.

• Adds 1.3 million high-quality items and 12,000 sellers, including 88,000 trade members, expanding supply in high-demand and complementary categories.

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

• Entry into the fixed-price market, which is three times the size of the auction market, diversifies revenue streams and supports sustainability-focused commerce.

• Aligns with long-term ambition to innovate and transform the secondary goods market, especially in art and antiques.

Financial terms and conditions

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

• RCF extended by $75 million, increasing total commitment to $275 million; pro-forma net leverage at approximately 2.3x post-acquisition.

• 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 exceeding WACC in FY28.

• Chairish to be reported in the A&A segment going forward.

Synergies and expected cost savings

• $8 million in annualized operational synergies targeted, with $3–$4 million from headcount, $2–$3 million from marketing rationalization, and $2 million from payment margin or take rate adjustments.

• More than half of the $8 million synergies expected to be realized by FY 2026, with full run rate in FY 2027.

• $4 million in integration costs anticipated.

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

• Consolidation of overlapping systems, vendor contracts, and streamlined teams to optimize margin.