System1 Group's board has unanimously recommended shareholders reject an unsolicited takeover bid from Brave Bison Group, publishing its formal response document on September 10.
The board criticized the bid's valuation, stating it fails to reflect System1's underlying trading performance and future growth prospects. Under Rule 3 of the UK Takeover Code, System1 engaged Canaccord Genuity as its independent financial adviser.
Brave Bison proposed two options: either 2.04 new Brave Bison shares plus 135 pence in cash per System1 share, or an all-share alternative of 3.36 Brave Bison shares per System1 share. Based on Brave Bison's closing price of 87.0 pence on Tuesday, the combined offer implied a value of 312.5 pence per System1 share — representing an 8.1% discount to System1's own closing price of 340 pence on the same day.
Shareholder opposition is already substantial. Holders representing 21.61% of System1's issued share capital have indicated they do not intend to accept the offer, including directors holding 8.13% and other shareholders with 13.48%. Brave Bison has not secured any irrevocable undertakings or letters of intent from System1 shareholders in support of the bid.
Brave Bison itself holds approximately 28% of System1, having acquired those shares at an average price of 242 pence per share on March 2.
On fundamentals, System1 reported unaudited revenue of £15.9 million for the first five months of fiscal year 2027, up from £14.3 million in the same period last year. The board said it remains comfortable with its FY27 profit forecast.
The proposal timeline stretched over several months. Brave Bison initially approached System1 with an indicative proposal on June 8, announced the current offer on July 30, and posted its formal offer document on August 27. System1's rejection came in its response filed on September 10.
