Auction Technology Group LON:ATG, the London-listed operator of online marketplaces for second-hand and specialist goods, has drawn a line in the sand with its largest shareholder after a series of unsolicited takeover approaches. In a statement filed under the UK’s Takeover Code, the company disclosed that it has rejected 11 separate proposals from FitzWalter Capital Limited, including a cash offer of 360 pence per share, on the grounds that they materially undervalue the business.
The disclosure, made on 5 January, will have come as a surprise to some investors given that ATG had opted to keep negotiations with FitzWalter quiet until a public announcement became unavoidable. Under the City Code on Takeovers and Mergers, FitzWalter now has until 2 February to either make a firm offer or withdraw, unless the Takeover Panel agrees to an extension.
The repeated bids have surfaced against a backdrop of weakening share price performance and strategic unease. FitzWalter’s latest indicative offer was pitched at a 33% premium to ATG’s closing price in early January, yet still fell short of the board’s assessment of fair value. Since 2021, ATG’s stock has undergone significant contraction from its lofty post-IPO levels, amplifying shareholder frustrations and drawing external commentary about value destruction under the current management.
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ATG’s board, led by Chair Scott Forbes, has defended its response, arguing that FitzWalter’s approaches are “opportunistic” and misread the company’s long-term prospects. The board claims to have engaged constructively with FitzWalter given its status as the largest shareholder, but concluded that the offers on the table do not reflect the company’s fair value, particularly as it continues to invest in growth and platform enhancements.
Central to ATG’s defence is the argument that its current strategy (which includes the acquisition of US marketplace Chairish in August 2025) will generate sustainable growth over a longer horizon. The company describes its proprietary technology platforms, augmented with machine-learning and AI-driven search capabilities, as positioning it to deepen engagement and broaden reach across global markets.
FitzWalter, in turn, has sharpened its critique in public statements last week. The investor points to sharp declines in ATG’s share price over one to four-year periods, characterising this as “extreme shareholder value destruction” and questioning the strategic logic of the Chairish buy-out. It has also criticised the board’s handling of core divisions, particularly suggesting that talk of divesting significant revenue-generating businesses without a formal process risks further eroding shareholder value.
Conflicting visions for Auction Technology
The tussle lays bare a broader tension between management’s vision for ATG as a standalone growth story and the impatience of a large institutional holder seeking a change of control via the takeover route. FitzWalter’s calls for clarity and value have resonated with some market participants, but its repeated approaches at a static offer price – and the board’s refusal to grant access to due diligence — may limit the chances of an agreed deal emerging.
ATG’s stock has responded with volatility to news of the takeover fight. We saw modest share price gains in the immediate aftermath of the announcement, suggesting that some investors interpret the board’s defiance as a positive signal of confidence in the underlying business model.
Looking ahead, the spotlight will fall on the AGM trading update scheduled for 22 January, where management is expected to set out operational progress and perhaps offer further colour on strategic priorities.
Should FitzWalter press on to a formal offer, the takeover battle could shift from regulatory disclosure into an activist campaign for boardroom change. Either scenario places ATG at a strategic crossroads, with its valuation and future direction under intense scrutiny from both investors and the market at large.
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