Brave Bison Group (AIM:BBSN) has tabled an increased final offer for System1 Group, the AIM-listed advertising research and data business in which it already holds a stake, proposing 180p in cash plus a new "Bison CVR" instrument per share.
The CVR could pay a further 20p in cash depending on Brave Bison's own share price performance after its 2027 results, taking the implied total value to 405p based on Brave Bison's 20-day volume-weighted average price of 94p on 10 July, the last business day before the offer period began.
That headline value represents a 105% premium to System1's undisturbed closing price of 198p on 27 February, the day before Brave Bison's initial stake purchase, and a 13% increase on the 360p Fourth Offer announced in September.
Based on the same reference price, the offer excluding the CVR values System1's entire issued and expected share capital at £53.4m, equivalent to 10.7 times System1's forecast FY27 adjusted profit before tax of £5m as set out in System1's trading update of 24 September.
Brave Bison's board frames the instrument as price protection for System1 holders converting into Brave Bison stock, arguing the combined business will generate materially greater profits over the medium term that a wider investor base will come to recognise.
"Today we make our fifth and final offer to acquire System1," said Oliver Green, Brave Bison's executive chairman, adding that System1 shareholders accepting the offer would own approximately 16.6% of the enlarged group and that the 180p cash element alone is worth 91% of System1's share price on 27 February.
Green cast the deal in strategic terms, describing System1's two-decade-old database linking advertising characteristics to emotional response and commercial outcomes as a potential "creative intelligence layer" inside advertisers' AI-driven marketing systems.
Brave Bison already owns 27.85% of System1 and has now also secured irrevocable undertakings covering a further 10.73% from shareholders including former System1 chief executive Stefan Barden and members of his family, Heritage Capital Management and Heritage Fund Managers, and Sarah Kearon, replacing earlier letters of intent from those parties.
Separate letters of intent remain in place covering a further 1.09%, including from former System1 chief operating officer Alex Batchelor and an adviser to Gesalcala SGIIC. In aggregate, Brave Bison now owns, or has undertakings or letters of intent covering, approximately 39.67% of System1's issued share capital.
The company noted that the Bison CVR pays 20p in cash per System1 share only if the volume-weighted average price of a Brave Bison share is 94p or lower across the 60 trading days following publication of Brave Bison's FY27 final results, expected in April 2028; if the price sits above that level for the full period, the CVR pays nothing.
It said the financial terms are final.
Brave Bison's pursuit of System1 has escalated steadily since its initial possible offer of 68p per share in July, through a firm 327p offer in July and a 360p-equivalent increase in September, each step funded without recourse to an equity raise.
System1's board previously rejected earlier proposals on value grounds while acknowledging the strategic logic of combining the two businesses; the increased final offer document is to follow in due course.