Jenzabar, which owns 26.2% of the U.K. education software company, asked the board to delay Friday's vote. The board declined, and the shares trade below both prices.
Tribal Group now has a higher possible price on the table and a vote on a lower one in three days.
Jenzabar, a U.S. education software company that is Tribal's largest shareholder, said on Tuesday that it is considering a cash offer of 111 pence a share. That is 5.7% above the roughly 105 pence a share that Main Capital Partners has agreed to pay for Tribal's businesses, and 76.1% above Tribal's 63-pence close on Sept. 10, the last trading day before the Main Capital deal was announced.
Tribal's board said it continues to recommend the Main Capital transaction and did not adjourn Friday's general meeting, as Jenzabar had asked. It said the Main Capital terms are "in the best interests of the company."
The vote
Most of the vote is already committed. Shareholders holding about 52.7% of Tribal's shares have given irrevocable undertakings to vote for the Main Capital deal, and the undertakings do not lapse if a higher offer appears. Jenzabar owns about 56.1 million shares, or 26.2%, and has urged other holders to vote against.
Jenzabar's approach is also conditional. It has said there is no certainty an offer will be made, and it needs to complete confirmatory due diligence and put committed financing in place first. Under U.K. takeover rules, it has until Oct. 27 to announce a firm offer or walk away. The general meeting is on Oct. 2, more than three weeks earlier.
Two structures
The two proposals return cash in different ways. Main Capital's vehicle, Thames Bidco, is buying Tribal's operating businesses. Tribal would then be wound up through a members' voluntary liquidation, with a first distribution expected in the first quarter of 2027 and a final one in the second quarter. Jenzabar is proposing a takeover of the listed company that would pay shareholders directly.
Main Capital has already raised its price once. Its offer rose by about £41.9 million, or 22%, in 16 days, to about £231.2 million from £189.3 million. An earlier approach from SilverTree Equity Partners at 95 pence was rejected by the board.
The share price
Tribal shares rose 1.5% to 101.51 pence on Tuesday afternoon, about 3.3% below Main Capital's price and about 8.5% below Jenzabar's. A price below both may reflect the time it takes for liquidation proceeds to arrive, spread into mid-2027, and the conditions attached to Jenzabar's approach.
Friday's vote is the first test. Approval would commit Tribal to the asset sale before Jenzabar has to decide. Whether Jenzabar then makes a firm offer by Oct. 27, and on what terms, will show whether a competing bid materializes after the vote.