System1 Group PLC (AIM:SYS1), the marketing research company, has unequivocally rejected an improved, £43 million takeover approach from Brave Bison (AIM:BBSN), its largest shareholder.
The board said the revised proposal materially undervalued the company and its prospects.
Brave Bison (AIM:BBSN), a marketing and technology partner to global brands, already owns 28% of System1 and made the approach for the remaining shares it does not hold.
Its revised proposal offers 68 pence in cash and 2.7553 new Brave Bison shares for each System1 share.
Brave Bison valued that at around 327 pence a share, based on its 20-day average share price, representing a 65% premium to System1's undisturbed price on 27 February 2026.
The offer would value System1 at £43.1 million, equivalent to 20.4 times its operating profit for the 2026 financial year.
System1 disputed the framing, putting the value at 317 pence a share using Brave Bison's closing price on 10 July.
On that basis, the board said the proposal represented a premium of only about 4% to its recent share price and offered no notable premium for control.
It cautioned that comparisons with the February price should be treated carefully, noting a positive trading update in March had lifted its shares.
System1 rejected an initial all-share proposal, pitched at 3.5988 Brave Bison shares per System1 share, on 8 July.
The board also challenged elements of Brave Bison's announcement.
It said no role or rewards had been agreed with chief executive James Gregory, who Brave Bison proposed would lead a marketing effectiveness division.
System1 pointed to record second-half revenue and an increased final dividend in results published on 8 July as evidence of a positive outlook.
Under takeover rules, Brave Bison must announce a firm intention to bid or walk away by 7 August.
Shareholders were advised to take no action.
