Brave Bison has made a fifth and final offer to buy fellow listed MarTech firm System1 Group plc.
It comes after a prolonged and hostile battle between the boards of both companies – and after Brave Bison’s largest shareholder Lord Michael Ashcroft slammed the ‘hypocrisy’ of its board during its hostile move for the marketing effectiveness research company.
The offer is for 180 pence in cash, 2.394 New Brave Bison Shares and one Bison CVR – a contingent value right which may deliver 20 pence in cash, should Brave Bison’s shares drop below a certain value.
Based on the Brave Bison 20-day-volume weighted average closing share price of 94p on 10th July 2026 – being the last business day before the commencement of the offer period – the offer, minus the CVR, values System1 at £53.4 million. The fourth offer had been valued at £47.5m, using Brave Bison’s criteria.
The new offer is equivalent to 10.7x of System1’s forecasted FY27 adjusted profit before tax of £5m, Brave Bison said.
Should the deal be voted through by System1’s shareholders, they would hold approximately 16.6% of Brave Bison’s issued ordinary share capital. Brave Bison is System1’s largest shareholder.
Ashcroft recently took aim at the group – parent company of SocialChain – which made a stretegic investment into System1 earlier this year via a share exchange with System1’s founder John Kearon, who now has an 8% shareholding in Brave Bison. Lord Ashcroft owns 23% of Brave Bison and 8% of System1.
Brave Bison co-founder Oli Green said the firm had received irrevocable undertakings or letters of intent to accept the final offer of almost 40% of System1’s shareholder base.
Alongside its own 28% stake, this includes Stefan Barden – a former CEO and director of System1; Heritage Capital Management and Heritage Fund Managers; former System1 COO Alex Batchelor; Sarah and Heather Kearon; and Gesalcala SGIIC.
“Today we make our fifth and final offer to acquire System1,” said Green. “This final offer includes a 13% increase to the prior offer, with the incremental value paid entirely in cash.
“In addition, having listened to shareholders, we have designed an instrument – the Bison CVR – that provides System1 shareholders with price protection on their Brave Bison shares.
“If, following publication of Brave Bison’s FY27 final results, the Brave Bison 60-day share price does not exceed 94p, System1 shareholders will receive 20p per share in cash for each CVR.”
Brave Bison’s share price is currently just below 76p.
Green continued: “Investors should note that the 180p cash consideration of our offer is alone worth 91% of the System1 share price on 27th February 2026, the day before we bought our stake in System1.
“The strategic rationale for this acquisition is clear. Over 20 years, System1 has built one of the largest databases linking the characteristics of advertising to emotional response and commercial results.
“As advertisers move their marketing into AI-driven systems, that database can become central to how campaigns are created and approved.
“Under Brave Bison’s ownership, System1 would evolve from a research platform into the creative intelligence layer inside global advertisers’ AI marketing systems, predicting how people will feel each time those systems create, edit or approve marketing activity.”
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