15th Oct 2026 12:07
(Alliance News) - System1 Group PLC on Thursday said it was confident in a successful independent future as it rejected Brave Bison Group PLC's "fifth and final" takeover offer, saying it "materially undervalues" the company.
Brave Bison's final offer comprised 180 pence in cash, 2.394 new Brave Bison shares and one contingent value right for each System1 share. The contingent value right could deliver a further 20 pence in cash, subject to conditions.
Based on Brave Bison's closing share price of 75.5p on October 6, the last business day before the final offer was announced, the cash-and-share element valued each System1 share at 360.75p, excluding the contingent value right. This represented a premium of 6.1% to System1's closing share price of 340p on the same day.
Brave Bison has valued the offer at 405p per System1 share, excluding the contingent value right, using its 20-day volume-weighted average closing share price of 94p on July 10. System1 said this was misleading, noting that Brave Bison's closing share price was 90.5p on that date.
The final offer follows Brave Bison's fourth proposal in September, which comprised 135p in cash and 2.394 new Brave Bison shares for each System1 share.
System1 said shareholders representing 31.38% of its issued ordinary share capital had confirmed in writing that they did not intend to accept the final offer. These include its three largest shareholders other than Brave Bison, which holds 27.85% of System1.
Chair Rupert Howell said: "The board remains firmly of the view that Brave Bison’s final offer materially undervalues System1 and is not in the best interests of shareholders. System1 is performing strongly despite recent distractions, and thanks to our superb management and executive team has twice upgraded profit expectations in recent months and has a robust, debt-free balance sheet to fund its growth ambitions."
He added: "Thanks to our business momentum and the quality of our platform, the board is highly confident in a successful independent future for System1 and therefore unanimously and unequivocally recommends that shareholders reject the final offer and take no action."
System1 said it expected adjusted pretax profit of about GBP5.0 million for the financial year ending March 31, 2027, up from previous guidance of GBP4.2 million. Adjusted pretax profit for the five months ended August 31 was GBP2.1 million, compared with GBP300,000 a year earlier.
The board also questioned the strategic benefits of a takeover, saying System1 was already developing its artificial intelligence strategy using its database of advertising tests and human emotional responses. It raised concerns about the conditional nature of the contingent value right, which would not be payable until 2028 at the earliest.
Brave Bison acquired a stake of about 28% in System1 in March, before making its first takeover proposal in June. It announced its initial formal offer in July.
System1 shares were down 2.9% at 340.00p on Thursday afternoon in London. Brave Bison shares were down 2.9% at 75.26p.
By Niall Holden, Alliance News reporter
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