Brave Bison has increased its offer for System1 for a fifth time, valuing the advertising research and marketing technology company at £53.4m before a contingent cash payment that could add further value for accepting shareholders. The final offer comprises 180p in cash, 2.394 new Brave Bison shares and one contingent value right for each System1 share, giving a core value of 405p based on the 94p Brave Bison reference price used in the proposal.
That represents a 13% increase on the previous 360p proposal and a 105% premium to System1’s undisturbed closing price of 198p on 27 February, the final trading day before Brave Bison disclosed its strategic investment in the company. The contingent value right could add another 20p in cash per System1 share if Brave Bison’s 60-day volume-weighted average share price is at or below 94p following publication of its 2027 full-year results.
If the relevant average is above that threshold, the additional payment disappears, leaving the value of the share element exposed to the acquirer’s future market price. The structure therefore gives accepting shareholders some protection against a weaker Brave Bison share price without removing market risk from the consideration altogether.
Brave Bison already owns 27.85% of System1 and says its shareholding, irrevocable undertakings and letters of intent together cover 39.67% of the target’s issued share capital. Within that figure, irrevocable undertakings account for about 10.73% and letters of intent for a further 1.09%, leaving the bidder with significant support but still short of the level required to satisfy the offer’s acceptance condition.
The latest terms have been described as final, subject to the limited circumstances permitted by the Takeover Code. That restricts Brave Bison’s ability to increase the offer again unless a competing bid emerges, System1 makes certain later-stage disclosures or the Takeover Panel allows a change in exceptional circumstances.
The industrial logic of the transaction centres on combining an agency and marketing technology group with a business built around measuring consumer responses to advertising. System1 has accumulated a substantial database linking creative characteristics to emotional and commercial outcomes, which Brave Bison argues could become increasingly useful as generative AI expands the volume and speed of advertising production.
Under that thesis, more automated creative output should increase demand for systems capable of assessing which adverts are likely to work, allowing System1’s research data and prediction tools to sit within a broader marketing technology platform. That remains the bidder’s strategic case rather than an established outcome, and integration would require Brave Bison to preserve System1’s research credibility, customer relationships and data assets while combining them with performance marketing, technology, social media, content and consultancy services.
The financial case also rests partly on future earnings. Using Brave Bison’s reference share price, the offer values System1 at 10.7 times its forecast adjusted pre-tax profit of £5m for the 2027 financial year, while accepting System1 shareholders would collectively own approximately 16.6% of Brave Bison’s issued ordinary share capital if the offer completes in full.
After five proposals, the process has moved far beyond the initial strategic investment. Brave Bison has increased the cash component, added conditional price protection and built a sizeable position in System1’s shareholder base, while the final-offer designation reduces the likelihood of another straightforward increase in terms.
The remaining test is whether enough System1 shareholders accept the combination to take Brave Bison past the required threshold. The bidder has already moved materially on price and structure, so the next phase depends less on another negotiating step than on whether investors believe the revised economics compensate them adequately for giving up independent ownership.
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