System1 Faces Brave Bison’s Final 405p Offer, Worth Less at Current Prices

Brave Bison Group (LON: BBSN), which owns 27.85% of System1, has made a fifth and final offer for System1 Group (LON: SYS1) that it values at 405p a share. The bid, announced at 7am today, is worth £53.4m for the equity and is 13% above the 360p fourth offer.

System1 closed yesterday at 340p. At 8am London time the shares were indicated at 358p, though that quote rests on a single small trade. Brave Bison closed yesterday at 75.5p.

Each System1 share would receive 180p in cash, 2.394 new Brave Bison shares and one contingent value right (CVR), a payment that depends on a future share price. The extra 45p over the fourth offer, which was 135p cash plus the same share ratio, is all cash. Oliver Green of Brave Bison said:

Investors should note that the 180p cash consideration of our offer is alone worth 91% of the System1 share price on 27 February 2026, the day before we bought our stake in System1.

Oliver Green, Brave Bison

The 405p is struck at a 94p Brave Bison reference price, its 20-day volume-weighted average price to the 10th of July. At yesterday’s 75.5p, the cash and shares come to about 361p. The CVR pays 20p only if Brave Bison’s price after the full-year 2027 results, expected in April 2028, is 94p or lower, which takes the value to about 381p.

That is 105% above System1’s undisturbed 198p close on the 27th of February, though Cavendish has not confirmed resources for CVR payments. At 94p the offer would be worth 425p.

System1’s board rejected earlier approaches, and on the 16th of September rejected the fourth offer unanimously and unequivocally. About 23% of shareholders backed the board. Chair Rupert Howell said the prolonged approach was wasting management time and causing disruption.

Brave Bison counts 39.67% of System1 as owned or committed and needs more than 50%. Valid acceptances were zero as at 3pm on Thursday. The deadline is 1pm on the 26th of October, but may change when the offer document is published. System1 has not yet responded.