Brave Bison’s largest shareholder has slammed the ‘hypocrisy’ of its board amid its latest offer for fellow listed MarTech firm System1.
Lord Michael Ashcroft (pictured) took aim at the group – parent company of SocialChain – which earlier this week made a fourth cash-plus-shares bid of £47.5 million for marketing effectiveness research company System1 Group plc. Brave Bison is System1’s largest shareholder.
The new offer is for 135 pence in cash and 2.394 new Brave Bison shares for each System1 share. This represents an 82% premium to the closing price of 198p on 27th February 2026 – the last business day immediately prior to the announcement of Brave Bison’s strategic investment in March, which gave it a 28% holding in the firm.
That strategic investment was made via a share exchange with System1’s founder John Kearon, who now has an 8% shareholding in Brave Bison.
However System1 said that at Brave Bison’s latest closing price, the offer is worth around 328.9p per share, below System1’s market price – ‘with no control premium, no increase to the cash element, and a strategic rationale it says remains unclear’.
System1 added that it had secured written rejection support from shareholders representing nearly 23% of its issued share capital — including Lord Ashcroft, who owns 23% of Brave Bison and 8% of System1.
Lord Ashcroft said: “I have no intention of accepting this wholly inadequate fourth offer.”
He continued: “From my own dealings with Brave Bison I have questions regarding their board and despite several requests for improved governance within their business and representation on their board, my efforts continue to fall on deaf ears.
“The hypocrisy of how they interact with other boards in their position as a major shareholder does not escape me.
“In respect to the fourth offer, swapping System1 shares for those in Brave Bison, I would caution all System1 shareholders.”
System1 recently took the unusual step of reporting five-month results in an attempt to support its defence against the takeover.
It said this morning that ‘the bid remains opportunistic, disruptive and poorly timed given the company’s improving trading momentum’.
Rupert Howell, chair of System1, said this morning: “The board remains firmly of the view that Brave Bison’s fourth offer materially undervalues System1 and is not in the best interests of shareholders.
“There is no premium for control at today’s prices, no increase in the cash consideration, and, despite Brave Bison’s claims, the offer does not represent 360 pence per share at Brave Bison’s current share price. The reality is that System1 shareholders are being asked to exchange ownership of a high-quality business for an inadequate value.
“The board also remains unconvinced by Brave Bison’s strategic rationale and believes the fourth offer appears driven more by acquisition-led expansion than by any deep strategic fit between the two businesses.
“System1 shareholders should carefully consider the quality and sustainability of Brave Bison’s own growth.
“At a time when management should be focused on executing our strategy and delivering value, this prolonged and opportunistic approach is wasting management time, causing disruption to the business and incurring unnecessary costs for shareholders.
“As a board, we are pleased to have the support of certain of our major shareholders, including Crucible, Lord Ashcroft and BGF, as we unanimously recommend that shareholders continue to reject the fourth offer.”
Last month Brave Bison reported a doubling of revenue and adjusted EBITDA in its latest half-year results – to £23.9m and £4.5m respectively. For the six months ending 30th June 2026, it also grew adjusted profit before tax to £4.1m from £1.9m.
BusinessCloud has contacted Brave Bison for comment.
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