System1 continues to reject Brave Bison takeover offers

System1 Group PLC on Friday said it continues to unequivocally reject takeover advances from Brave Bison Group PLC.

System1, a London-based advertising and communications agency, said the revised offer from London-based peer Brave Bison announced on Wednesday contains the same terms as those announced on July 30. System1 had already rejected the earlier offer on the grounds that it did not represent fair value for shareholders.

System1 noted that Brave Bison had obtained no irrevocable undertakings or letters of intent from System1 shareholders in support of either offer.

The revised cash-and-shares offer implied a value of 307.4 pence per System1 share, representing an 8.2% discount to System1’s closing share price of 335.0 pence on Wednesday. The alternative all-share offer implied a value of 283.9 pence per System1 share, representing a 15% discount.

This represents a further discount compared with the previous offer, following a fall in Brave Bison’s share price from 91.5 pence on July 29 to 84.5 pence on Wednesday. The earlier cash-and-shares offer implied a value of 321.7 pence per System1 share, representing a 6.8% discount to System1’s share price at the time, while the alternative all-share offer implied a value of 307.4 pence per System1 share, representing a 10.9% discount.

System1 said shareholders should not take any action at this time and that it was reviewing the offer document with its advisers.

The company said it would publish a formal response in due course in its offeree board circular. It added that the trading update previously expected in August will be included in that circular.

Brave Bison shares fell 1.0% to 85.18 pence, while System1 shares were down 1.5% at 330.00 pence in London on Friday early afternoon.

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