The London private equity firm said it will not make an offer for the education-software company. Jenzabar, which owns 26%, has until Oct. 27 to decide on a firm bid; shareholders vote on the sale to Main Capital on Oct. 26.
October 9, 2026
Tickers: TRB.L
A three-way contest for a small British software company is down to two.
SilverTree Equity Partners said on Friday that it does not intend to make an offer for Tribal Group, the education-software provider listed in London. Tribal had disclosed SilverTree's non-binding approach on Sept. 11. The statement falls under Rule 2.8 of the U.K. Takeover Code, which bars SilverTree from bidding for six months. It gave no reason for its decision.
SilverTree reserved the right to return if Tribal's agreed sale to Thames Bidco is terminated with the board's agreement, if a third party, including Jenzabar, announces a firm offer, or if the Takeover Panel finds a material change in circumstances.
The two remaining routes
Tribal's board has agreed to sell its operating businesses to Thames Bidco, a company controlled by funds managed by Main Capital Partners. After an increase on Sept. 28, the consideration is about £231.2 million, equivalent to about 105 pence a share, a 67% premium to Tribal's 63-pence close on Sept. 10. The board called it "the only certain transaction currently available."
Jenzabar, a U.S. education-software company, has said it is considering a possible cash offer of 111 pence a share for all of Tribal, about 5.7% above the asset-sale price, but has said it needs to complete due diligence and arrange financing. Jenzabar disclosed on Friday that it holds 56,139,342 Tribal shares, or 26.19%.
The structure matters
The two routes are not equivalent for shareholders. Main Capital's deal is a purchase of Tribal's businesses, with the proceeds then returned to shareholders. Jenzabar's possible offer is for the shares themselves. Jenzabar's stake also gives it a large voice in the vote on the asset sale, and it has previously urged shareholders to vote against.
Dates
Shareholders vote on the asset sale at a general meeting at 9:30 a.m. on Oct. 26. Under the takeover rules, Jenzabar must either announce a firm intention to make an offer or walk away by 5 p.m. on Oct. 27, the day after the vote.
Two readings
One view is that SilverTree's exit simplifies the choice and leaves Main Capital in control. The asset sale is agreed, financed and recommended by the board, and Jenzabar has not committed to a firm bid.
Another view is that the contest is now a head-to-head between a certain 105 pence and a possible 111 pence, and that Jenzabar's 26% stake and its deadline one day after the vote give it leverage to force a better outcome, or to block the sale.
What to watch
Whether Jenzabar announces a firm offer before the Oct. 26 meeting, and how it votes its shares, will decide whether Tribal is sold in pieces or as a whole.