Mission Group rejects raised £32m bid from owner of Steven Bartlett-founded Social Chain

London-listed Mission Group has rebuffed a raised takeover bid by rival digital marketing agency Brave Bison, owned by Steven Bartlett founded Social Chain, that valued the firm at £32.3m.

After criticising the second approach earlier this week, Mission said on Thursday that its board had unanimously rejected the proposal, saying it was “opportunistic and undervalues the group and its prospects”.

The firm added that it was “dilutive” to Mission’s shareholders and did not reflect each business’ relative contribution to the potential combined group.

Brave Bison submitted a new proposal on 25 May, priced at around 35.1p per Mission share – a 55 per cent premium to Mission’s share price immediately before the offer period. The proposal would have offered a partial cash alternative of up to 50 per cent of the offer price.

Its second bid was up from a price of 29p per share and £29m valuation in Brave Bison’s initial approach at the end of April, which Mission rejected on similar grounds.

On Thursday, Mission’s board noted a 62.1 per cent rise in the firm’s share price from when it launched a cost-cutting “operational review” last October until the start of the offer period.

It added that the proposed exchange ratio of 13.9 Brave Bison shares for each Mission share and the prospect of Mission shareholders holding 50 per cent of the merged business meant the bid “undervalues the contribution of Mission to the proposed combined group”.

Mission said that based on the two firms’ 2023 results, Mission would contribute around 81 per cent of revenues, 71 per cent of adjusted earnings before tax (EBITDA) and 54 per cent of adjusted pretax profits to the combined group.

It said the fact that just two additional non-executive directors and no executive directors from Mission would join the combined business’ board further did not reflect its contribution.

“The board of Mission continues to believe the revised possible offer is not transformational for Mission and its offering to its clients,” the firm said.

“The increased scale and some additional capabilities do not offset the dilutive impact to Mission’s shareholders of only holding approximately 50 per cent of the proposed combined group and potentially less following the proposed equity fundraising.”

Under UK takeover rules, Brave Bison has until 5pm on Sunday to either make a firm offer for Mission or walk away.

Mission said it remained “open to proposals” if it thought they would enhance value and deliver benefits for shareholders.

The firm’s share price has struggled in recent years and saw a drop-off last October as clients reduced ad spend. Its recent results showed losses widened to £10.7m.

In February 2023, Brave Bison inked a deal to buy Social Chain, the social media advertising and influencer marketing company founded by podcaster Steven Bartlett. Since 2020, Brave Bison has acquired five companies.

Brave Bison’s chief executive Oliver Green has said that a tie-up with Mission “has the potential to deliver compelling value for both company’s shareholders, clients and employees”.