System1 Group PLC (LSE:SYS1) has unanimously rejected a fourth takeover proposal from Brave Bison Group (LSE:BBSN), stating that the revised cash-and-share offer materially undervalues the company and does not provide a premium for control.
The System1 board said the latest proposal values the company below its prevailing market price when calculated using Brave Bison’s most recent share price. It also noted that the proposed transaction relies partly on System1’s existing cash reserves.
System1 has received written commitments from shareholders representing approximately 23% of its issued share capital confirming that they will not accept the offer. These include Lord Ashcroft, BGF and Crucible.
The board has also questioned the strategic rationale behind the proposed combination and raised concerns about Brave Bison’s governance. System1 characterised the approach as opportunistic and suggested that Brave Bison’s acquisition-led expansion strategy does not establish a sufficient strategic fit between the two businesses.
System1 further stated that the extended takeover process has diverted management attention from day-to-day operations and generated additional costs for shareholders.
The company continues to support its independent strategy, citing its cash position and existing operations as factors in its assessment of the proposal.
System1 provides advertising effectiveness measurement and analytics services, helping brands assess and predict the performance of marketing campaigns.
The latest rejection leaves Brave Bison’s fourth proposal without the support of System1’s board or the shareholders who have provided written commitments opposing the offer.
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