System1 Group, the AIM-listed consumer research and advertising testing firm, has again rejected a takeover approach from Brave Bison Group plc (AIM:BBSN).
The board's response follows Brave Bison's posting of its formal offer document on 27 August, which carries unchanged terms from its Rule 2.7 announcement of 30 July.
Brave Bison is offering 2.04 new shares plus 135p in cash per System1 share, or an alternative of 3.36 new shares per System1 share.
Based on Brave Bison's share price the day before the offer document was posted, the cash-and-share option implies 307.4p per System1 share, an 8.2% discount to System1's 335p close.
The all-share alternative implies 283.9p, a 15.2% discount.
Both discounts have widened, when Brave Bison's share price implied 321.7p and 307.4p respectively against System1's then 345p close.
The board noted Brave Bison has secured no irrevocable undertakings or letters of intent from System1 shareholders.
System1's board said it "continues to unanimously and unequivocally reject" both the cash-and-share offer and the alternative offer, calling the terms unacceptable for shareholders. Shareholders have been advised by System1 to take no action.
The company said it is reviewing the offer document with advisers and will publish its formal response in a shareholder circular, which will also incorporate the trading update previously expected in August.
News Intelligence what this means for the company
System1's board has rejected Brave Bison's formal offer document for the second time, citing undervaluation and the absence of any shareholder support. The cash-and-share option values System1 at 307.4p per share—an 8.2% discount to System1's closing price—while the all-share alternative at 283.9p represents a 15.2% discount; both discounts have widened since Brave Bison's initial approach in July as Brave Bison's own share price has fallen. Critically, Brave Bison has secured no irrevocable undertakings from System1 shareholders, leaving the bid vulnerable and signaling the board sees no path to acceptance at current terms.
System1 shareholders face a bid that the board views as inadequate and unsupported by major holders, with no indication Brave Bison will improve terms. The widening discount since July—driven by Brave Bison's share price decline—underscores the risk that Brave Bison's own valuation weakness is constraining its ability to make a compelling offer, and the lack of shareholder undertakings suggests the market agrees the bid is insufficient.
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Content is for informational purposes only, not financial advice.
