The board of System1 Group PLC has unanimously recommended that shareholders reject the fifth and final takeover offer from Brave Bison Group plc, saying it significantly undervalues the company. The offer comprises 2.394 new Brave Bison shares and 180 pence in cash per System1 share. It also includes a contingent value right worth up to 20 pence per System1 share. System1's board disputes Brave Bison's valuation, saying it relies on a historically higher share price.
Shareholders representing 31.38% of System1's issued ordinary share capital have provided written confirmation that they intend to reject the offer. This includes three of the four largest shareholders outside Brave Bison. Lord Ashcroft, a major shareholder in both companies, has also indicated that he intends to reject the bid.
The System1 board expressed confidence in the company's standalone prospects, citing its strong balance sheet and significant net cash position. It has raised its fiscal 2027 forecast for adjusted profit before tax to £5.0 million.