Investors holding System1 Group (SYS1) shares learned this week that the Brave Bison offer rejected by their board is no closer to succeeding: System1’s directors have once again unanimously and unequivocally turned down both the cash-and-share proposal and the all-share alternative put forward by Brave Bison Group (BBSN).
The board’s position has not shifted, and the arithmetic helps explain why.
Why the Brave Bison Offer Rejected by System1 Falls Short on Price
Brave Bison’s main proposal gives each System1 shareholder 2.04 Brave Bison shares plus 135p in cash. Based on Brave Bison’s closing price of 84.5p on 26 August, that combination implies a value of 307.4p per System1 share, an 8.2% discount to System1’s own closing price of 335p on the same date, according to Yahoo Finance.
The all-share alternative is priced even further from market. Under that route, each System1 share would be exchanged for 3.36 Brave Bison shares, implying 283.9p per share: a 15.2% discount to where System1 was trading. When Brave Bison first announced the revised terms in July, those same discounts stood at 6.8% and 10.9% respectively. In other words, as Brave Bison’s own share price has drifted, the gap between what it is offering and what System1 trades at has grown wider, not narrower.
The Investegate regulatory news service records that when System1’s board formally rejected Brave Bison’s fourth offer, the implied value at that point was 328.9p per System1 share, based on Brave Bison’s closing price at that time. The current figure of 307.4p represents a further erosion from even that already-rejected level.
The Founder’s Stake Sale Shapes the Shareholder Register
One backdrop that matters here is the stake Brave Bison already holds in System1. John Kearon, System1’s founder and non-executive director, previously sold 2,919,793 shares to Brave Bison at an implied price of 248.64p per share, according to Investing.com. That block represented 23.01% of System1’s issued share capital, giving Brave Bison a significant foothold in the company before a formal offer was made.
That early acquisition price of 248.64p looks cheap relative to the current offer value of 307.4p and even cheaper against System1’s 335p market price. For Brave Bison, buying the founder’s stake first and launching a formal offer afterwards is a familiar takeover approach: secure a cornerstone position, then use it as leverage in negotiations. For remaining System1 shareholders, though, it cuts both ways. Brave Bison cannot simply walk away without consequence, but it also cannot force a deal if the independent directors hold firm.
What Shareholders Should Watch Now
Brave Bison has secured no irrevocable undertakings (binding pre-commitments from shareholders to accept an offer) or letters of intent from any System1 shareholder. That absence matters in contested takeovers: without locked-up support, an acquirer has no certainty that its offer will reach the acceptance threshold needed to go unconditional.
System1 shareholders have been advised to take no action while the company prepares its formal offeree board circular. That document will also carry a trading update that had originally been due in August. Both pieces of information, the board’s full reasoning and the latest trading figures, will be material for any holder weighing up whether the offer is worth accepting at current terms.
System1 Group, formerly known as Brainjuicer Group before changing its name in March 2017, operates as a marketing decision-making platform and has been headquartered in London since its founding in 1999.
The key date to watch is the publication of that offeree circular. Once it is out, shareholders will have the board’s formal recommendation alongside the trading update, and the clock on any acceptance period will become clearer. Until then, Brave Bison’s offer sits at a discount to market with no committed shareholder support behind it.
