Brave Bison buys MTM: what it means for growth, margins and shareholders
Brave Bison has snapped up MTM London, a strategy and insights consultancy whose client list includes Google, Figma, Samsung and Spotify. The initial price is £6 million (cash £5 million plus £1 million in shares), with up to £6 million more over time if performance targets are hit.
The deal matters because it is immediately earnings-accretive, lifts 2025 guidance, and deepens Brave Bison’s offering at the higher-value end of the marketing services stack – strategy and audience insight. It also brings in fresh blue-chip relationships and a proprietary toolset (3 Reasons, a forecasting model and the HEART retention framework) that should travel well across the Group.
What MTM brings to Brave Bison
MTM advises global tech, media and sports clients and is a leader in “developer consultancy” – surveying around 6,000 developers across mobile, cloud, web and machine learning over three years. In short, it helps brands figure out where to place bets, what customers want, and how to keep them.
Financially, MTM generated net revenue of £8.3 million and adjusted EBITDA of £1.3 million in FY24, with profit before tax of £0.7 million (including a £0.2 million goodwill impairment). For FY25, it is expected to deliver £7.9 million net revenue and £1.3 million adjusted EBITDA.
Deal terms, earn-out and incentives
- Initial consideration: £5 million cash plus £1 million in new shares (1,600,000 shares at 62.5 pence).
- Deferred shares: £2 million on the third anniversary (3,200,000 shares at 62.5 pence), subject to continuing employment and leaver provisions.
- Earn-out: up to £4.0 million over 5 years, paid annually as a fixed percentage of EBITDA above a rising hurdle (starting at £0.8 million in year one, capped at £0.8 million per year). It is described as self-funding.
- To receive the maximum £4.0 million earn-out, MTM would need cumulative EBITDA of £10.7 million over five years, leaving Brave Bison £6.7 million – more than recouping the initial £6 million.
- Management alignment: 500,000 options at 62.5 pence, vesting over 3 years; initial shares locked up for 3 years (with an orderly market thereafter).
On simple maths, the initial consideration implies roughly 4.6x MTM’s expected FY25 EBITDA; the full £12 million max price would imply about 9.2x, and only if growth is delivered.
Financial impact: EBITDA, EPS and revenue uplift
Pro-forma means “as if” the acquisition had been in place for the whole period. On that basis, Brave Bison says FY25:
- Pro-forma net revenue rises to £44 million (vs £21.3 million reported in FY24).
- Pro-forma adjusted EBITDA increases to £9.4 million (vs £4.5 million in FY24).
- Underlying pro-forma basic EPS increases by at least 13% before any overhead savings.
The company also notes pro-forma adjusted basic EPS is up 38% since FY24 and has grown at a 23% CAGR since FY21.
| FY24 reported | Prior FY25 market expectations | Prior FY25 pro-forma expectations | Updated FY25 pro-forma | |
|---|---|---|---|---|
| Net revenue | £21.3m | £29.2m | £36.5m | £44.0m |
| Adjusted EBITDA | £4.5m | £5.7m | £8.1m | £9.4m |
Adjusted EBITDA is a cash-proxy profit measure before interest, tax, depreciation and amortisation, and excludes one-offs. EPS is earnings per share.
Guidance upgrade and commercial momentum
The Board expects to exceed current market forecasts for FY25 and has increased expectations for FY26. MTM is anticipated to contribute positively from completion. New client wins across the Group include Primark, EQT, Tottenham Hotspur FC, EA Games and Guinness World Records – strong logos that tend to spend across multiple digital channels.
Funding, leverage and synergy potential
The acquisition is funded via Brave Bison’s revolving credit facility and cash on hand. Net bank debt is expected to be £4-5 million at 31 December 2025, equivalent to roughly 0.5x pro-forma EBITDA. That’s conservative leverage for a service business with positive momentum.
Management plans to centralise property, finance, HR, marketing and IT. Any savings from this are not included in current guidance, so there is potential upside if integration lands well. No synergy figure is disclosed.
Share count, dilution and timing
- Initial 1,600,000 consideration shares are expected to be admitted around 16 September 2025.
- Total shares in issue post-admission: 95,894,737 (no treasury shares).
- The initial issue equates to about 1.67% of the enlarged share capital today. The deferred 3,200,000 shares due in three years would represent roughly a further 3.34% based on the current share count.
There is also a 500,000 option grant at 62.5 pence. The initial seller shares are locked up for three years, which helps align interests and reduce near-term selling pressure.
My take: why this looks sensible
- Strategic fit: MTM strengthens the high-value advisory layer and adds defensible IP and research depth, especially in developer ecosystems. That complements Brave Bison’s execution brands (SocialChain, Engage, etc.).
- Attractive economics: Immediate uplift to EBITDA and EPS, with a self-funding earn-out. The initial multiple looks reasonable for a profitable consultancy with tier-one clients.
- Low leverage: Net debt of £4-5 million at 0.5x EBITDA leaves room for further bolt-ons or investment.
- Upgraded outlook: Moving FY25 above market expectations and lifting FY26 sets a firmer earnings base.
What could go wrong
- Integration risk: Centralising overheads is sensible but execution matters. The RNS doesn’t quantify synergy timing or costs.
- Revenue concentration: MTM’s blue-chip client base is a strength, but large accounts can be cyclical or budget-sensitive.
- Earn-out stretch: To pay the full £4.0 million, MTM needs £10.7 million cumulative EBITDA over five years. Achievable, but it requires consistent delivery.
Key numbers at a glance
| Initial consideration | £6.0m (cash £5.0m + shares £1.0m at 62.5p) |
| Deferred shares (year 3) | £2.0m (3,200,000 shares at 62.5p) |
| Earn-out | Up to £4.0m over 5 years, capped at £0.8m per year |
| MTM FY24 net revenue / EBITDA | £8.3m / £1.3m |
| Brave Bison FY25 pro-forma net revenue / EBITDA | £44.0m / £9.4m |
| EPS impact | Underlying pro-forma basic EPS +13% (before synergies) |
| Net debt (31 Dec 2025) | £4-5m (about 0.5x pro-forma EBITDA) |
| Total shares after admission | 95,894,737 |
What to watch next
- Admission of the initial 1.6 million shares, expected around 16 September 2025.
- Evidence of cross-sell: MTM clients engaging with SocialChain, Engage and performance media, and vice versa.
- FY25 trading cadence: conversion of new wins (Primark, EQT, Tottenham Hotspur FC, EA Games, Guinness World Records) into sustained revenue.
- Cost synergy delivery from centralised overheads.
Bottom line
This looks like a well-priced bolt-on that pushes Brave Bison further up the value chain, lifts margins and upgrades forecasts with modest leverage. The structure aligns management with delivery and keeps cash outlay sensible. Execution will decide how much of the synergy and cross-sell upside drops through, but on today’s numbers, it is a tidy step forward.
