AIM-listed System1 Group PLC, the London-based “creative effectiveness” and market research platform that supports the Advertising Association’s Ads of the Month programme, has rejected a second takeover attempt by Brave Bison, the parent company of the Manchester-based SocialChain agency, after the second offer document left the terms unchanged from its initial attempt, and the implied discount to System1’s market price widened.
System1 and the Advertising Association feature top-performing UK ads each month on the System1 blog, using emotional response tracking via the Test Your Ad platform.
Brave Bison is reportedly offering 2.04 of its shares plus 135p cash for each System1 share. Based on Brave Bison’s 84.5p closing price on 26 August, the proposal values System1 shares at 307.4p, an 8.2% discount to System1’s closing price of 335p.
The alternative, all-share, proposal of 3.36 Brave Bison shares for each System1 share implies a value of 283.9p, representing a 15.2% discount. When the revised terms were announced in July, the respective discounts were 6.8% and 10.9%.
System1 said its board “continues to unanimously and unequivocally reject” both proposals and also noted that Brave Bison has secured no irrevocable undertakings or letters of intent from System1 shareholders.
Brave Bison already owns 28% of System1, having made a strategic investment in March which included a share exchange with System1’s founder John Kearon, who now himself has an 8% shareholding in Brave Bison.
System1’s board said in a statement: “The board notes that there is no change in the terms of the cash and share offer or the alternative offer. The board also notes that the offer document does not include any irrevocable undertakings or letters of intent from System1 shareholders expressing support.
“The board does not see the revised offer or the alternative offer as representing an acceptable fair value for all shareholders and, as a result, the board of System1 continues to unanimously and unequivocally reject [them].”
Brave Bison is no stranger to agency takeover knock backs, despite success with SocialChain and more recently Engage Digital. In 2024 it abandoned its efforts to acquire another London agency, Mission Group, following repeated rebuffs.
Shareholders have been advised to take no action while the company prepares its formal board circular, which will also include the delayed trading update previously due in August.
Image: Brave Bison chiefs Oliver and Theo Green
