SocialChain owner Brave Bison has made a “fifth and final” offer to buy MarTech research firm System1 Group plc.
It comes after a prolonged and hostile battle between the boards of both companies, and after Brave Bison’s own largest shareholder Lord Michael Ashcroft slammed the ‘hypocrisy’ of its board during its hostile move for the marketing effectiveness research company and the Ad Association’s ‘Ads of the Month’ partner – Ashcroft owns 23% of Brave Bison, as well as 8% of System1.
The latest offer is for 180 pence in cash, 2.394 New Brave Bison Shares and one Bison CVR – a contingent value right which colud deliver 20 pence in cash if Brave Bison’s share value falls below an agreed value.
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The latest offer, minus the CVR, values System1 at around £53 million. The fourth offer had been valued at £47.5m, using Brave Bison’s criteria. System1’s board rejected earlier approaches, and on the 16th of September rejected the fourth offer unanimously and unequivocally. About 23% of shareholders backed the board. Chair Rupert Howell said the prolonged approach was wasting management time and causing disruption.
The new offer is equivalent to 10.7 times System1’s forecasted FY27 adjusted profit before tax of £5m, Brave Bison said.
Should the deal go through, System1’s shareholders would hold approximately 16.6% of Brave Bison’s issued ordinary share capital. Brave Bison is already System1’s largest shareholder with 28%, and claims to currently have just under 40% of shares either owned or committed, but needs to clear 50% for the takeover to go ahead.
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: “Today we make our fifth and final offer to acquire System1,” he said. “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.”
