System1 Group's board has unanimously rejected Brave Bison Group (AIM:BBSN)'s fourth offer, arguing the AIM-listed media group's revised terms still undervalue the marketing effectiveness research business.
Brave Bison's offer of 2.394 new shares plus 135p cash per System1 share implies a value of 328.9p, based on Brave Bison's closing price of 81.0p on 15 September, a 1.8% discount to System1's own closing price of 335.0p that day.
System1's board disputes Brave Bison's headline valuation of 360p, which relies on a 20-day volume-weighted average price of 94p from 10 July, a figure the board says overstates where Brave Bison shares actually traded that day (90.5p).
Brave Bison's share price has fallen 10.5% since the offer period began, cutting the deal's implied value for System1 holders.
The cash element remains unchanged at 135p per share, requiring roughly £12.4 million in Brave Bison debt funding, a sum the board notes is closely matched by System1's own £11.2 million cash balance at 31 August.
Written confirmations against acceptance now total 22.89% of System1's issued share capital, including its three largest shareholders excluding Brave Bison: Bainsville (Lord Ashcroft), BGF and Crucible.
"There is no premium for control at today's prices, no increase in the cash consideration," said Rupert Howell, System1's chair, adding the offer looks "driven more by acquisition-led expansion than by any deep strategic fit."
Lord Ashcroft, an 8% System1 shareholder who also holds Brave Bison stock, said he has "no intention of accepting this wholly inadequate fourth offer."
The board also rejected Brave Bison's separate all-share alternative offer, valued at 272.2p, an 18.8% discount to System1's share price.
News Intelligence what this means for the company
Brave Bison's fourth takeover offer for System1 has been unanimously rejected by the board, with shareholders holding 22.89% of System1 now on record against acceptance. The revised bid values System1 at 328.9p per share—a 1.8% discount to System1's closing price on the offer date—and Brave Bison's own share price has fallen 10.5% since the offer period began, eroding the deal's value for System1 holders. The board disputes Brave Bison's headline 360p valuation as reliant on inflated pricing assumptions, and notes the offer contains no control premium and no increase in cash consideration despite four rounds of negotiation.
The rejection signals that System1's board and major shareholders (including Lord Ashcroft, who holds both companies' stock) see no strategic or financial merit in the current terms. Brave Bison faces a hard deadline to announce firm intention to bid or walk away, and the widening gap between offer value and System1's trading price—combined with the loss of shareholder support—materially weakens its negotiating position.
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