Jenzabar's possible offer tops Main Capital's improved deal by 6p a share, days before a shareholder vote the board refused to delay.
Jenzabar, which owns about 26% of Tribal Group, has disclosed a possible rival cash offer of 111 pence a share for the U.K.-listed company, valuing it at about £238 million. The move challenges a recommended takeover by Main Capital Partners, which raised its own offer to 105 pence, or £231.2 million, on Monday.
Jenzabar also asked Tribal's board to adjourn the general meeting scheduled for Friday, Oct. 2, where shareholders are set to vote on the Main Capital deal. The board declined.
The contest so far
The sale process has moved quickly. Tribal's board earlier rejected a 95 pence approach from SilverTree Equity Partners on concerns about whether that bid could be completed. Main Capital then lifted its recommended terms. Jenzabar's approach now sets a higher price from the one party whose vote carries the most weight.
The arithmetic is straightforward. Jenzabar's 111 pence is about 5.7% above Main Capital's 105 pence, and the gap in total equity value is roughly £6.8 million.
Why the stake matters
A 26% holding is a powerful position in any takeover vote. Jenzabar can vote against Main Capital's deal on Friday, and it has an interest in doing so: blocking the recommended offer would clear the way for its own. That gives Jenzabar leverage that a typical outside bidder would not have.
The board's refusal to adjourn signals confidence that it can win the vote with the remaining shareholders, or at least a view that certainty from a firm, recommended offer is worth more than a higher possible one. Under U.K. takeover rules, Jenzabar has until Oct. 27 to announce a firm offer or walk away.
What shareholders are weighing
For investors outside Jenzabar, the choice is a classic trade between certainty and price. Main Capital's offer is recommended and on a clear path to completion if approved. Jenzabar's is higher but still only possible, with no firm terms or financing confirmed.
Friday's vote is the pivotal event. If Main Capital's deal fails, the process resets around Jenzabar's approach, and Main Capital would have to decide whether to raise again. If the deal passes despite Jenzabar's opposition, the largest shareholder would find itself outvoted on the sale of a company it partly owns.
The swing factor is turnout among other institutional holders. With Jenzabar holding about a quarter of the shares, Main Capital needs strong support from nearly everyone else to prevail.