UPDATE: Tribal sticks by Main Capital offer despite Jenzabar approach

Tribal Group PLC on Tuesday said it continued to recommend a takeover offer from Thames Bidco Ltd, after Tribal's largest shareholder, Jenzabar Inc, announced it is considering a higher offer.

The Sheffield, England-based educational software and services provider on Tuesday received a possible takeover offer from Jenzabar, which has a stake of around 26.2% in Tribal.

The possible offer values Tribal at 111 pence per share, higher than the rival 105p offer Tribal accepted Monday.

The 105p offer is from Thames Bidco, a company controlled by funds and accounts managed or advised by Main Capital Partners BV. Main Capital had recently raised its offer by 22% to £231.2 million, from the £189.3 million it offered earlier in September.

Tribal shares rose 1.5% to 101.51 pence each on Tuesday afternoon in London, giving it a market capitalisation of £217.6 million.

Tribal said: "Jenzabar confirms that there is no certainty that an offer will be made by Jenzabar to Tribal shareholders."

Furthermore, Tribal said Jenzabar's potential offer required a confirmatory due diligence exercise to be completed and committed financing to be put in place before making an offer for Tribal.

It added that shareholders representing over 50% of the voting rights in Tribal have provided "irrevocable" commitments to vote in favour of Main Capital's takeover offer, noting that these "are not capable of being withdrawn."

Tribal said it considered Main Capital's terms to be "in the best interests of the company."

Tribal's general meeting on the proposed takeover by Main Capital is set for Friday.

Jenzabar had said earlier on Tuesday: "Unlike the proposed sale, the possible offer would deliver cash to shareholders under a code-governed offer, rather than through an asset sale followed by cancellation of the AIM admission and a members' voluntary liquidation with distribution only in due course."

Tribal expects the first distribution of increased net cash proceeds to shareholders within 30 days of the liquidators being appointed, anticipated in the first quarter of 2027.

It expects the final distribution within six months of completion of the proposed sale, anticipated in the second quarter of 2027.

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