Brave Bison's tilt for System1 lapses as fails to win enough backing

Brave Bison Group PLC on Monday said its offer for System1 Group PLC has lapsed after failing to secure enough acceptances.

Brave Bison Executive Chair Oliver Green commented: "We are disappointed to see the final offer lapse but are pleased to have a strategic investment in an exciting and dynamic company with lots of potential. We look forward to working with the System1 board to maximise value for all System1 shareholders."

As of Monday, Brave Bison said it had received acceptances speaking for just under 42% of System1 shares, meaning the acceptance condition has not been satisfied.

Earlier in October, System1 rejected Brave Bison Group PLC's "fifth and final" takeover offer, saying it "materially undervalues" the company.

The offer valued the advertising and communications agency at £53.4 million and added a contingent cash payment.

Brave Bison, also an advertising and communications agency, said its final offer would give System1 shareholders 180 pence in cash, 2.394 new Brave Bison shares and one contingent value right for each System1 share.

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

System1 rejected both, saying 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.

But System1 refused to be swayed. Rejecting the fifth approach, System1 Chair 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."

Shares in System1 ended down 1.4% at 335.51 pence each in London on Monday. Brave Bison was up 3.4% at 75.44p.

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