Acquisitive SocialChain owner Brave Bison has made a formal approach to the board of The Mission Group plc regarding a Possible Offer to acquire the entire issued and to-be-issued share capital of Mission by way of an all-share offer.
The combination of Brave Bison and Mission would create a scaled media, marketing and technology services company with pro-forma FY23 revenues of approximately £120 million and pro-forma FY23 adjusted EBITDA of approximately £14 million. Potential synergies derived from duplicate costs and efficiencies have not been included in the pro-forma.
The Board of Brave Bison believes that a company of this size, scale and profitability would present a more attractive investment opportunity to institutional shareholders than either standalone company, leading to the possibility of the enlarged Brave Bison trading at a higher multiple of earnings.
The terms of the Possible Offer would allow Mission shareholders to participate in future value growth as shareholders of the enlarged Brave Bison. A broader investor universe may also increase liquidity for new and existing investors.
As at 31 December 2023, Mission reported outstanding bank loans, acquisition obligations and certain overdue creditors totalling approximately £30 million, the majority of which are repayable within two years.
A combination with Brave Bison, which reported net cash of £7 million as at the same date, would result in a strengthened balance sheet and improved debt and covenant ratios.
Brave Bison is currently engaging in conversations with Mission’s board and major institutional shareholders to solicit support for the Possible Offer. Mission’s board has yet to provide due diligence access to Brave Bison, which is one of a number of factors preventing Brave Bison from announcing a firm offer.
Mission shareholders who would be interested in seeing Brave Bison announce a firm offer for Mission are encouraged to contact the board of Mission to express their support for the Possible Offer.
The Possible Offer is non-binding, and the making of a Possible Offer would be subject to the satisfaction or waiver of certain customary conditions, including completion of due diligence to the satisfaction of Brave Bison.
Mission has been offered reciprocal due diligence on Brave Bison. Brave Bison reserves the right to waive in whole or in part any pre-conditions.
Under the terms of the Possible Offer, the enlarged business would be led by Oliver Green and Theo Green.
Oliver Green, executive chairman of Brave Bison, said: “The combination of Brave Bison and Mission has the potential to deliver compelling value for both company’s shareholders, clients and employees. We look forward to engaging with the Board of Mission to discuss the merits of our proposal further.”
