Good day, ladies and gentlemen, and welcome to Auction Technology Group Webcast. At this time, all participants are in listen-only mode. After the presentation, we will conduct a Q&A session. If you wish to ask a question, you may do so either through the Zoom webinar link provided separately or by submitting written questions using the Ask a Question button on the Spark Live webcast page. If you have joined us via Zoom webinar, please note this call is being live streamed to a webcast for a wider audience and will be recorded. During the Q&A element of this call, if you wish to ask a question, we ask that you please use the raise hand function at the bottom of your Zoom screen. If you already have a question, please do this now, ready for when Q&A begins. I would now like to hand over to John-Paul Savant, Chief Executive Officer, to open the presentation.
Hello. Thank you for joining today. I'm happy to be with you and discussing ATG's acquisition of Chairish. Also, if you'll note, what we're trying to do is have this call at 2 P.M. because we've had multiple of our American investors ask that we have our calls at a time that is actually suiting to multiple time zones. Hopefully, this accommodates several people. In discussing Chairish, the big thing to keep in mind, I think, is to look at the overall picture of where ATG has said it's trying to go over these last four years. We've talked about the fact that ATG is here really to transform the industry, both on the industrial and commercial side and on the art and antique side. This acquisition clearly is firmly placed on the art and antique side.
When you're thinking about transforming an industry and you look at the dynamics of that industry, one of the key things that we felt you needed to do was when you look at this industry and you look at it over the long term, the idea that auction and fixed price for specialized and unique items needs to be under one roof just made a lot of sense to us and enables us to address the full range of buyer needs. People don't wake up and say, "What do I want to buy online at auction today?" They wake up in this sector and in this category thinking, "Where can I find a unique or specialized item? And therefore, where can I go?" Sometimes they're willing to wait a little bit longer and they want to get a great deal, and they'll go to auction.
Sometimes they want it now and they're willing to pay more and they buy it at fixed price. We think that having both under one roof is going to differentiate ATG's proposition and create exciting growth opportunities for both the fixed price side and for the auction side. With that, if you can turn to the next page. For us, we really see lots of different reasons why this is an exciting acquisition, but there are three big categories where I guess I'd ask you to put this. Three big areas that excite us is, first of all, this acquisition greatly strengthens our core marketplace position. Marketplaces really thrive based on a strong supply side and a strong demand side. The more of each that you can have, the better the flywheel that you create.
That flywheel, in turn, allows you to acquire buyers more cost effectively, which in turn helps you bring on more inventory in a cost-effective way. Chairish very clearly will help accelerate our flywheel based on the better supply and the new sources of demand that we will bring on. The second big thing that excites us about the acquisition is the opportunity to put in place our marketplace playbook that we put in place several times before, where we were able to grow businesses faster than they were growing before. I guess the best example of that most recently is ESN, growing about 8% before we bought them, two years in a row of north of 20% and well ahead of the group this year as well.
That has been simply by applying a playbook to them and creating some of the synergies that we benefit from based on our model. We believe the same can be applied to Chairish. I'll talk a little bit more about that later. The third area that really is exciting to me is that it enables the transformative growth that many of you have heard me talk about before. This is where you really leverage the data of ATG and a fixed price provider. You do that in order to monetize the underbidder. I'll talk a little bit more about that, but owning Chairish and the $2.6 billion of inventory that they bring, 1.3 million listings, really increases the speed with which we will be able to pursue that transformative vision for ATG.
If you go to the next slide, just to give you a quick feel for Chairish itself, they have 1.3 million active items. That compares to about 14 million items on the art and antique side for ATG. They have 4.1 million accounts compared to our 6.7 million. They have 4.5 million monthly sessions compared to our 25.5 million in the art and antique space alone. I should note that, and then $2.6 billion of inventory compared to the $5.6 billion of art and antiques inventory that we possess. When you're looking at supply or demand, we feel that this is a very exciting acquisition for ATG. Next slide. Here, what we try to talk about a little bit is around how this accelerates the flywheel. As I said before, marketplaces thrive by offering a unique supply and the largest source of demand.
What we're adding here is $2.6 billion of inventory, 1.3 million items sold by over 12,000 sellers in the Chairish network. Interestingly, they add some good inventory in areas where ATG has high interest but less supply. On the demand side, 4.5 million monthly sessions and 1.5 million social media followers. Again, increasing our reach into new segments that we haven't been in before and just a lot more comfortable. As we said, we're following that proven marketplace playbook that we've used with Proxibid, BidSpotter, Lot-tissimo, ESN, etc. We believe that there's many opportunities here for doing the same at Chairish. The last part that gets us excited is that the fixed price or list price component of the art, antiques, and collectibles market is about three times the size of the auction market. This gives ATG a much larger TAM to play in with a very differentiated proposition.
If you go to the next slide, the way that we're approaching the acquisition is really to break it down into three parts or three horizons. Our initial focus is really going to be on extracting the $8 million in synergies that we've identified during the due diligence process. We've worked with specialists in the integration, post-merger integration world, including Boston Consulting Group, to help identify the synergies that we feel. We have very high confidence around these $8 million. Obviously, there are other ones as well, but $8 million in very high confidence synergies that we think we can execute on over the next year. The second big horizon for us is really executing that marketplace playbook I talked about. It's things that you've heard me talk about before.
It's leveraging our ATG Excel, our cross-listing product, to connect people from the partner network and from our marketplaces into Chairish to help drive their demand higher. It's also leveraging our value-added services. For instance, the digital marketing and payments and potentially down the road shipping. The third component is the transformational growth that I spoke about. This is really around how do you leverage the data to monetize the underbidder with the new available now inventory. If you go to the next slide, if we look first at that $8 million of cost savings, $3 million - $4 million of that comes from overlap in people where we will be rationalizing the Chairish side along with some of the ATG elements where we see overlap. Those are high identified and ready to execute on quickly.
The second area is in our marketing where they have about $2 million- $3 million in spend on areas that we thought had very low ROIs and are immeasurable ROIs. We believe that we're able to cut that and supplement the inbound traffic that they were getting through the cross-listing onto the various ATG marketplaces. The idea is cut marketing expenses as low return, cross-list them with the huge amount of visitors that we have within ATG, and therefore retain and grow that revenue. The last bucket is simply by doing what we've done with LiveAuctioneers, which is adjusting the payment monetization levels to the LiveAuctioneers levels. We believe, again, that's worth about $2 million in synergies in year one. That's the source of the $8 million, and that's what we'll be executing on in this first year.
When you look at following that proven marketplace playbook, the big actionable area that we see beyond the cross-listing is really leveraging our AMP product. For people who aren't familiar, that's where we sell services to the auctioneers or the sellers who are looking to list on our platform in order to help them reach elements of our bidder base more effectively. We see this as a huge opportunity at Chairish as well. Just to give you an idea of that, if you compare Chairish to LiveAuctioneers overall on a dollar spent on digital marketing compared to a dollar that we sell for them in terms of GMV, the sellers on their platform are only spending about half of what LiveAuctioneers is able to achieve across the board.
When you look at the more representative group of auctioneers within our LiveAuctioneers base and see how much they're spending, which is a more retail-like setting, Chairish is currently earning only 1/5 of what we earn from those retail-like clients. We think there's a huge opportunity to increase AMP there. If you look beyond us at how much the sellers are spending within Chairish compared to what they spend on an eBay or an Etsy, again, it's between double and five times the amount that people typically spend on these other channels. We have high confidence that there's a rich opportunity for us to mine there within Chairish. Let's go to the next slide. Many of you have heard me talk about monetizing the underbidder for the last four years, and that transformative growth really comes from capturing the demand that auctions leave behind.
The reason we say that is because if you look, we have about 180,000 - 200,000 winners in any given year. What we also know is that there's 17 million unconverted bids. Those are people who bid, who told us an amount they were willing to spend. They may have been the penultimate bidder, or they may have been somewhere in the sequence leading up to that. The idea is that they said, "Here's an amount I'm willing to spend and commit to buy." Today, very little happens with that. Even if we refer them within our auction network, it may be that there's an auction coming up in a few days. There may be another situation where they need to wait and they have to worry about being outbid.
Now, instead of people having to wait, there's an opportunity to present them with available now, buy it now inventory through the $2.6 billion that we see within Chairish. We think this is a huge opportunity for us to mine and to also create interesting reasons for people to pick LiveAuctioneers over any other channel through which they buy, because LiveAuctioneers will be the only channel through which a bidder will get a buy it now, available now inventory presented to them if they don't win the item that they're looking for at auction. This is an incredibly exciting opportunity for us. Now I'm over to Sarah to talk through a little bit of the financials.
Thanks, John-Paul. Yeah, I'll move on to the financial considerations for the transaction. As you've heard, we are paying $85 million purchase price on a cash-free, debt-free basis, so about 1.6x current revenue. In terms of the financial returns, we do believe this is going to have very compelling financial returns. If I sort of move to where we think we can get to in the medium term under our ownership, we strongly believe that this business will be a double-digit revenue growth business with adjusted EBITDA margins of around 30%. If I sort of break that down, there are really two buckets that that comes in. The first is, as John-Paul said, around operational synergies.
We've got the $8 million of high-confidence operational synergies that we've got strong plans against, which we will deliver more than half of during 2026, and we'll have a full run rate of those synergies into 2027. On a similar revenue basis to where Chairish is today, that gets us to about a 15% margin. The second element of the financial returns comes from the material revenue benefits that we see. John-Paul's talked about the opportunities for AMP using the marketplace flywheel and actually being able to replace some of the marketing investment with our network of buyers and sellers. A combination of all of those and things like cross-listing across our platforms bridges you from the 15% margin to the 30% margin in the medium term, but also allows us to have confidence in double-digit growth for the medium term.
That's how we think about the business under our ownership in terms of what that means from a returns output metrics. We will have a positive contribution to adjusted EBITDA of the Chairish business in financial year 2026, will be accretive to adjusted EPS in financial year 2027, and then have ROIC, Return on Invested Capital, material ahead of cost of capital by financial year 2028. For the medium term, we are confident that under our ownership, we get to a business which is double-digit revenue growth and with adjusted EBITDA margins in that 30% region. If I talk about the funding, we are fully funding this acquisition through our cash on balance sheet and our existing drawings under our existing RCF facilities.
What we are also doing to ensure significant headroom around liquidity and to keep our financial flexibility, we are extending the RCF facility by another $75 million, which we are doing with our existing syndicate of banks and on exactly the same terms as our existing RCF. We will be moving to $275 million of capacity under the RCF facilities. Just to reiterate, this acquisition will be fully funded through cash available on our balance sheet and drawing under our existing RCFs rather than that incremental. In terms of leverage, what that means is that we will get to an adjusted net leverage on a pro forma basis of 2.3 x post the acquisition. As you know, we are a pretty stable cash-generative business, and we would expect to start to delever relatively quickly. That will be very much our focus on reducing that leverage.
Just to confirm, we know significant headroom and are very comfortable to our covenants under that RCF. That is from a funding perspective. Maybe the final thing just to say before I hand back to John-Paul is that similar to our ESN business, we will be reporting Chairish in the A&A segment for ATG going forward. I think with that, John-Paul, I'll hand back to you.
Okay, sounds good. Again, thanks for attending the call. For us, it's kind of a final recap. We're incredibly excited by this. We think this is going to be an acquisition that people look back on and see as a pivotal moment for ATG when it began to establish its ability to truly transform this industry. Just to repeat the three big things, it strengthens our marketplace flywheel in a very material way while differentiating our offering from others in the online auction space. It has high-confidence synergies that we've identified and which we can execute on in the next 12 months, generating a very strong financial return.
We have the marketplace playbook, particularly around digital marketing, that we believe we can execute on that drives steadily higher margins out of the business and which is something that we can build on through the rest of our value-added services as well. Lastly, the combination of ATG and our existing online marketplace data combined with the list price data of Chairish creates an incredible opportunity for us to monetize the underbidder and to create a truly transformative experience for both the bidders and for the sellers. With that, I will stop and leave it open for questions.
We will now begin the webinar question -and -answer session. If you are participating in verbal questions, please use the raise hand feature in the Zoom webinar at the bottom of your screen to ask a question. If you dialed in by phone, please press star nine to raise your hand and star six to unmute. If you would like to submit a written question and are watching via Spark Live, please use the ask a question button. We'll take our first question from Ross Broadfoot of RBC Capital Markets. Please go ahead.
Hi team, I thought I'd have a second bite at the cherry today. A few from me. Could you give any color on the existing take rate at Chairish? Number two, have you seen much uptake where you already market the underbidder as you do with existing sort of future auctions coming up? Just trying to get a feel for how transformational the buy it now could be. Number three, are you still on the lookout for M&A post this deal? The final question, can you give any more color on the recent ATG trading, whether the downgrades are driven at the THV conversion rate or take rate levels? Happy to repeat if we've missed any there.
Sarah, if you want to take the take rate one and I'll do the buy it now and the M&A, and then you can talk about future trading.
Yeah, I mean, I'll keep it relatively brief, Ross, because we're not going to be giving detailed KPIs at this stage. I think from a metrics point of view and a take rate point of view, what we can see, you know, if you look at ATG's value-added services growth over the past sort of 18 months, you'll know it comes from a combination of shipping, payments, and marketing, so our AMP program. I think we would see from a Chairish perspective that shipping is a reasonable proportion, but we think there's significant opportunity in both the payment space and in the AMP space, which, as you know, is a higher margin area for us. I'm not going to give anything specific on the metrics, but that's how we're sort of thinking about the opportunity from a take rate perspective.
In terms of the cross-listing of the buy it now relative to what we do today, we're in the very, very early days of even enabling the cross-listing with our existing auction inventory. On a scale of one to ten, we're probably at, again, level two or three of what we do. What we see is when we present that, we're getting better and better at it, and we get higher and higher conversion rates on people acting on it, clicking through, saving the auction, and then bidding on it in the future. We are very, very optimistic that when you're presenting someone with an item on the fly after having lost at auction, there's a great opportunity to present an available as now auction. For those of you who remember Tom, it wasn't that long ago, Tom was a great example of this.
Tom bid at something at auction, he missed out by a modest amount, and then he was so frustrated that he hadn't wanted it at auction that he actually ended up paying about 30% more through an online list price site because he just wanted the item and he saw it was available at the other site. There's an opportunity not just to sell something for the amount that the person was bidding, but actually to sell it to them for even more because there was that lost-out syndrome and now people feeling like they really wanted it even more. We are very excited by the opportunity there. On the M&A front, again, we continue to monitor lots of different companies. I think if there were the right thing that came along, we'd of course consider it. Right now, we're very much just focused on Chairish and doing the work that we need to do there. Sarah, on trading?
Yeah, from a trading perspective, just to reassert what we said in the statement, we have seen a slightly improving growth rate versus a half-on growth rate with shipping and A&A being a significant driver of that, FX also being a benefit. That's the overall that we're giving in terms of where the third quarter's netting out. To your question specifically, I suppose there's a few moving parts within this, and it's obviously a relatively short period of time. We'll be giving fuller data around things like GMV and THV at the full year. Broadly, we're seeing that THV is slightly down and GMV is broadly flat, which is a similar trend to the second quarter, which implies a small improvement in conversion rate.
That would suggest that what we're seeing around end markets still being volatile and a little bit soft with the uncertainty around tariffs, etc., is continuing and that we are executing well. We're continuing to see double-digit growth on our value-added services on a year-on-year basis. They're the moving parts. Clearly, there's a macro uncertainty piece within that. Certainly, from what we can see on price indexes like the Sandhills data and the Ralphs data, it would suggest that INC prices are largely flattish, again, recognizing it's a relatively short period of time. That's how we see the moving parts. We'll update more fully, obviously, on the trends on GMV and THV at the full year, but that's broadly how we're seeing it.
Thanks, both.
There are no further questions on the webinar. I will now hand over. We have one question just come in from Lara Simpson of JP Morgan. Please go ahead.
Thanks all. Hi, afternoon. I thought I would also just jump in for another. We've been running the numbers. One question I had is obviously the revenue is slightly improving. You've said shipping's been driving that, but obviously the negative mix has weighed on the margin. My understanding historically on VAS was obviously that shipping and payments were clearly dilutive, but then you should have got some uphill wins from AMP. Overall, VAS shouldn't have been too detrimental to the margin. It feels like now you're calling out a bit more of a headwind on shipping. I just wanted to understand sort of the VAS margin profile and has anything materially changed there or in that outlook?
Can you continue to grow VAS holding the core margin or should we think that as you go after VAS a bit more aggressively, particularly now with Chairish, there could be some more downside margin as a result of those investments?
Sarah, I can take that if you want. I think that what we see is right now shipping is growing so fast that you're seeing that in the past we kind of had all of VAS kind of growing at a, I won't say the exact same rates, but AMP growing at the pace that we saw shipping growing at. Right now shipping is growing at such a good pace that I think it's kind of outstripping that a bit. I'd say that we still believe absolutely that VAS as a whole can grow at the same margins as the rest of the group. In fact, having Chairish creates new opportunities for that because it's kind of a fertile, unproven greenfield ground that we can go after with our VAS, including digital marketing, which is the highest margin VAS that we have.
Okay, all right, thanks, John-Paul. I suppose just one last follow-up on that. In H2, the margin is clearly weaker than what we've seen in the past. I just want to be sure there's no sort of incremental investments coming through, maybe to accelerate growth in 2026. This is clearly just a mix issue and clearly commission revenue. It's a mix in revenue rather than a bit more investment going into the business that we should be aware of.
Yeah, correct, correct, Lara.
All right, great. Thank you both.
Okay, I think our announcer was handing it over to me, so I'll just wrap up and just say again, thanks for attending the call. Really exciting acquisition that we think both creates new opportunities by itself and it is a real contributor to the organic growth within the marketplaces that we own already as well. Very exciting time for ATG and thank you. Take care.