Brave Bison announces fourth increased offer for System1

Brave Bison Group PLC on Monday announced a fresh takeover bid for System1 Group PLC, this time valuing the latter at £47.5 million.

Brave Bison said the new offer implies a value of 360 pence per System1 share, based on Brave Bison's 20-day-volume weighted average closing price of 94p per share on July 10. This implies an equivalent value of £47.5 million.

The offer comprises 135p in cash and 2.394 new Brave Bison shares per System1 share.

Shares in both London-based advertising and communications agencies were lower in London on Monday.

System1 was down 0.3% at 335.11p, although it had earlier shot up 5.4%, while Brave Bison was down 5.1% at 81.60p per share.

The Takeover Code also requires Brave Bison to make an all-share alternative offer, the ratio for which is 3.36 New Brave Bison Shares for each System1 share.

Brave Bison noted System1's trading update for the first five months of financial 2027, in which it said it remained comfortable with market consensus expectations for the year, guiding for revenue of £38.8 million and adjusted pretax profit of £4.2 million. These would be up 5% and 91% year-on-year, respectively, from revenue of £37.0 million and profit of £2.2 million.

However, Brave Bison summarised this as "revenue growth of only 5%...and only 4% compared with financial 2025," and noted that the adjusted profit guidance "remains materially below the £5.2 million achieved in financial 2025 despite revenues being expected to return to broadly comparable levels.

"Brave Bison further notes that consensus market expectations as at 21 April 2026 included adjusted profit after tax of only £2.9 million, some 34% below the £4.4 million reported in financial 2025," it added.

Brave Bison said it either owns, or has received letters of intent to accept the fourth offer in respect of, 4.9 million System1 shares or approximately 38.9% of the issued share capital. The offer is conditional on a minimum acceptance rate of over 50%.

Brave Bison made its first takeover proposal in early June, offering 3.5988 Brave Bison shares, or around 297p, for each System1 share. After further dialogue, in July Brave Bison issued a cash-and-share bid of 2.7553 Brave Bison shares and 68p in cash, implying a value for System1 of 317p per share or £43.1 million.

System1 rejected both, believing that they "materially undervalued" the firm and its prospects.

Brave Bison later that month tabled a fresh offer valuing System1 at 321.7p per share, comprising 135p in cash and 2.04 shares, followed by a revised offer implying a value of 307.4p per share, following a fall in Brave Bison's share price.

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