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Tribal Group plc entered a conditional sale and purchase agreement to divest its operating subsidiaries to Thames Bidco Limited, a vehicle controlled by funds managed or advised by Main Capital Partners, according to the company’s regulatory announcement. The transaction covers six entities that encompass the Student Information Solutions division and the Etio business, with the entire issued share capital of each transferring to the buyer. Tribal Group said the aggregate cash consideration stands at approximately £189.3 million, of which £4.9 million will compensate certain share-plan participants upon release of their options.
The deal follows a strategic review by the Tribal board aimed at maximising shareholder value, the announcement stated. Directors unanimously rejected an unsolicited, highly conditional and non-binding proposal from SilverTree Equity Partners shortly before the Main Capital transaction was disclosed. Certain shareholders have already provided irrevocable commitments to back the sale, which remains subject to approval at a general meeting scheduled for around October 2, 2026.
For the year ended December 31, 2025, the businesses being sold generated revenue of £92.5 million and adjusted EBITDA of £17.5 million on a pro forma basis, with net assets valued at £58.6 million, according to figures in the Tribal announcement. The company employs approximately 915 people and serves more than 660 institutions worldwide, including over 200 universities across the United Kingdom, Australia, New Zealand, Canada and the Asia-Pacific region. Tribal maintains UK offices in Sheffield, Hessle, Lancaster and Bristol.
Main Capital Partners acts as a specialist software investor that manages private equity funds with roughly EUR 12 billion in assets under management, the announcement noted. The buyer will acquire mission-critical software and services that support education management and student information systems. Tribal described the offer from Main Capital as more attractive than the rejected alternative from SilverTree.
Baker McKenzie advised Main Capital Partners on the proposed acquisition, while Tribal Group retained Investec Bank as financial adviser, nominated adviser and joint broker together with Singer Capital Markets as joint broker, according to disclosures in the regulatory filing and related coverage. The transaction requires satisfaction of conditions including clearance under the UK National Security and Investment Act. Completion is anticipated during the fourth quarter of 2026 if all approvals are secured.
Mark Pickett, chief executive at Tribal Group, said the proposed acquisition by Main Capital positions the business to accelerate product innovation, cloud adoption and international growth under new ownership. The announcement outlined that following completion the company intends to pursue a solvent voluntary liquidation and subsequent AIM delisting. Shareholders will receive further details in a circular ahead of the general meeting.
