System1 Group plc has rejected a mooted £43 million takeover bid from fellow listed firm Brave Bison.
Founded 25 years ago, the marketing effectiveness research firm confirmed that it is in talks with the group – its largest shareholder – but has now rejected two potential offers.
Brave Bison, parent company of SocialChain, said the possible cash-and-share offer values System1 at £43.1m, equivalent to 20x FY26 operating profit and a 65% premium to its share price prior to the announcement.
It said the enlarged group would generate net revenues of £79m and adjusted EBITDA of £14m.
Brave Bison currently owns 28% of System1, having made a strategic investment in March which included a share exchange with System1’s founder John Kearon (pictured), who now has an 8% shareholding in Brave Bison.
Unlike the initial offer, the mooted revised offer includes a cash component and represents an increase of 10% on that original bid.
That original all-share bid on 8th June 2026 valued System1 shares at 297 pence. The new bid would be for 68p in cash and 2.7553 new Brave Bison shares – valuing each share at 327p at current prices.
System1 shareholders would own approximately 19% of the enlarged group.
However System1 said this morning that the potential offer ‘materially undervalues System1’ and said its board had unanimously and unequivocally rejected it.
“The revised proposal does not include any notable premium for control of System1,” it said.
“The board of System1 notes Brave Bison’s intention to restructure its operations around three operating divisions including a marketing effectiveness division led by James Gregory, CEO of System1.
“The board wishes to clarify that no specific role or rewards were discussed with James Gregory, and this has not been agreed. The board also wishes to confirm that no agreement has been reached with Brave Bison regarding the 494,890 ordinary shares in System1 that Brave Bison assumes will be issued pursuant to awards related to the System1 management long-term incentive plan.”
Brave Bison insisted that “collaborative discussions have been underway between the boards”.
It added: “Whilst the board of System1 rejected Brave Bison’s original proposal on grounds of value, it has acknowledged in discussions that a combination of the two businesses has a strong underlying industrial logic.
“The board of System1 engaged constructively with Brave Bison’s first approach, and Brave Bison has been provided with access to focused due diligence information along with being granted access to System1’s high-quality management team, led by CEO James Gregory.”
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