Brave Bison makes final £53.4m offer for System1

Brave Bison has made a fifth and final takeover offer for fellow listed marketing technology business System1 Group, valuing the company at £53.4m on the bidder’s reference share price. The proposal, reported on 7 October 2026, increases the cash component and introduces a conditional payment linked to Brave Bison’s future share price.

The bid follows a prolonged dispute between the companies’ boards, as reported by BusinessCloud. Brave Bison already owns 28% of System1 and is its largest shareholder.

What happened

System1 investors are being offered 180p in cash, 2.394 new Brave Bison shares and one contingent value right for each share they own. That right, called the Bison CVR, could pay a further 20p in cash if a specified share-price test is not met.

The £53.4m valuation excludes the CVR and uses Brave Bison’s 20-day volume-weighted average closing share price of 94p on 10 July 2026. That was the last business day before the offer period began, rather than the price at the time of the latest proposal.

Brave Bison shares were trading just below 76p when the final offer was reported. The distinction matters because part of the consideration is paid in shares: the £53.4m headline figure is not a fixed cash payment to System1 investors.

The previous proposal was valued at £47.5m using Brave Bison’s methodology. Co-founder Oli Green said the final terms represented a 13% improvement, with the additional value delivered entirely in cash.

Brave Bison put the offer at 10.7 times System1’s forecast adjusted profit before tax of £5m for FY27. If shareholders approve the transaction, System1 investors would own approximately 16.6% of Brave Bison’s issued ordinary share capital.

The background

Brave Bison, the parent company of SocialChain, acquired its strategic interest in System1 earlier in 2026 through a share exchange with System1 founder John Kearon. Kearon now holds an 8% stake in Brave Bison.

The ownership links extend to Lord Michael Ashcroft, who holds 23% of Brave Bison and 8% of System1. Ashcroft, Brave Bison’s largest shareholder, criticised the bidder’s board during the hostile approach, accusing it of hypocrisy.

Green also compared the cash element with System1’s value before Brave Bison’s investment. He said the 180p payment alone equalled 91% of System1’s share price on 27 February 2026, the day before Brave Bison bought its stake.

What people are saying

Green said irrevocable undertakings or letters of intent, together with Brave Bison’s own holding, accounted for almost 40% of System1’s shareholder base. The figure includes the bidder’s 28% stake; it is not an additional block of almost 40%.

Those identified as supporting the offer included former System1 chief executive and director Stefan Barden, former chief operating officer Alex Batchelor, Heritage Capital Management, Heritage Fund Managers, Sarah and Heather Kearon, and Gesalcala SGIIC.

Green said the contingent payment had been designed in response to shareholders’ concerns about the value of the Brave Bison shares they would receive. Its protection is conditional and limited to the specified 20p payment per CVR.

His strategic case centres on System1’s advertising research database, built over more than 20 years. It links advertising characteristics with emotional responses and commercial outcomes, information Brave Bison believes could support advertisers’ increasing use of artificial intelligence.

Under the proposed ownership, Green envisages System1 moving beyond a research platform to provide intelligence within advertisers’ AI marketing systems. The aim would be to predict audience reactions when those systems generate, alter or approve campaigns.

What happens next

The acquisition remains subject to System1 shareholder approval. The undertakings and expressions of intent cited by Brave Bison indicate support for the proposal, but do not amount to a completed transaction.

The CVR test would take place following publication of Brave Bison’s FY27 final results. Green said holders would receive 20p in cash for each CVR if the company’s 60-day share price did not exceed 94p. Any payment under that mechanism would therefore come later, rather than form part of the initial cash consideration.