TriCarbs BidCo AB announces revised consortium composition and extends the acceptance period

The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland, South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover-rules). Shareholders in the United States should also refer to the section titled "Special notice to the shareholders in the United States" at the end of this press release.

On 27 April 2026, TriCarbs BidCo AB[1] (the "Bidder" or the "Consortium") announced a recommended cash offer to acquire all outstanding shares in Cint Group AB (publ) ("Cint") at a price of SEK 5.60 per share (the “Offer Price”) (the "Offer"). The members of the consortium at that time consisted of Triton Fund 6[2], Bolero[3], as well as Patrick Comer, CEO of Cint, and Brett Schnittlich, a board member and former COO of Cint, who co-founded Lucid, a global research technology company acquired by Cint in 2021. The shares in Cint are listed on Nasdaq Stockholm.

In light of the Swedish Securities Council's statement in AMN 2026:18, published on 27 May 2026, the Bidder has decided to amend the underlying consortium agreement so that, going forward, only Triton Fund 6 and Bolero will form part of the Consortium carrying out the Offer[4].

Considering the above, the Bidder has decided to extend the acceptance period to 22 June 2026 and settlement of the Offer is expected to be initiated on or around 29 June 2026.

The Offer values Cint at approximately SEK 1,989 million, based on all 355,113,345 outstanding shares in Cint. Based on the 249,954,865 shares in Cint which are not directly or indirectly owned or controlled by members of the Consortium, or held in treasury by Cint, the value of the Offer amounts to approximately SEK 1,400 million[5].

The Bidder has received unconditional undertakings to accept the Offer from Patrick Comer and Brett Schnittlich, including their closely related parties where relevant, who will accordingly tender all of their 12,578,895 and 3,102,004 shares (i.e. in total 15,680,899 shares, corresponding to approximately 4.4 per cent of the shares and votes in Cint) in the Offer. The undertakings remain valid regardless of whether another party announces an offer to acquire shares in Cint on terms more favourable to the shareholders of Cint than the terms of the Offer.

Patrick Comer and Brett Schnittlich comment:

“We remain confident that the offer from the Consortium provides the best path forward for Cint as the company enters its next phase of development. Our commitment to the company remains unchanged and we are focused on running the business, serving our customers and partners and supporting our employees. We look forward to continuing Cint’s development with the support of the Consortium in a private ownership setting.”

The Bidder has received a statement from the Swedish Securities Council (AMN 2026:20) confirming that the adjustment to the composition of the consortium is consistent with the Stock Market Self-Regulation Committee's Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the "Takeover Rules").

In all other respects, the Offer remains valid in accordance with the terms published on 27 April 2026, including the Offer Price.

Supplementary Offer Document

An offer document regarding the Offer was made public on 13 May 2026 (the "Offer Document"). A supplement to the Offer Document, reflecting the contents of this press release, will be submitted to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) for approval and thereafter be published by the Bidder (the "Supplement").

Pursuant to the Takeover Rules, shareholders of Cint who have accepted the Offer prior to the publication of the Supplement will be entitled to withdraw their acceptances within five business days from the publication of the Supplement. In other respects, acceptance of the Offer may be withdrawn in accordance with what is set out in the Offer Document. Withdrawals shall be effected in the same manner as other withdrawals in accordance with the instructions set out in the Offer Document.

The Consortium’s and the Bidder's shareholding in Cint

Bolero owns 105,158,480 shares, corresponding to approximately 29.6 per cent of the shares and votes in Cint. Bolero will contribute all its shares in Cint to the Bidder at completion of the Offer.[6]

Apart from the above, neither the Bidder nor any of the members of the Consortium, nor any closely related parties to them, owns or controls any shares in Cint or other financial instruments that provide a financial exposure equivalent to a shareholding in Cint at the time of this announcement. Nor has the Bidder, any of the members of the Consortium or any closely related parties to them acquired or agreed to acquire any shares in Cint or any other financial instruments that provide a financial exposure equivalent to a shareholding in Cint at a price exceeding the Offer Price during the six months preceding the announcement of the Offer. To the extent permitted by applicable laws and regulations, the Bidder and the members of the Consortium may acquire, or enter into arrangements to acquire, shares in Cint outside the Offer at a price per share not exceeding the Offer Price. Any such acquisitions or arrangements will be carried out in accordance with Swedish law and the Takeover Rules and will be made public in accordance with applicable rules. A shareholder who wishes to accept the Offer but does not want to await payment of the consideration may seek to sell their shares in the market.

Preliminary timetable[7]

The Bidder reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date.

Information about the Consortium and the Bidder

The Consortium consists of Triton Fund 6 and Bolero. Further, TriCarbs BidCo AB, company registration number 559581-3097, is a Swedish limited liability company with its registered office in Stockholm and address at c/o Triton Nordic Sub-Advisory Group AB, Kungsträdgårdsgatan 20 7tr, 111 47 Stockholm. TriCarbs BidCo is currently (indirectly) owned by Triton Fund 6 and will, at completion of the Offer, become co-owned by all members of the Consortium.

Triton Fund 6

Founded in 1997 and owned by its partners, Triton Partners is a leading European mid-market sector-specialist investor. Triton Partners focuses on investing in businesses that provide mission critical goods and services in its three core sectors of Business Services, Industrial Tech, and Healthcare.

Triton Fund 6 comprises (i) Triton Fund 6 SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B269496, (ii) Triton Fund 6 F&F SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B275112, (iii) Triton Fund 6 F&F No.2 SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B288613, and (iv) Triton Fund 6 F&F No.3 SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B301492.

Bolero

Bolero Holdings SARL is a private limited liability company (société à responsabilité limitée), incorporated and organised by the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B224667, whose registered office is at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg.

This press release was submitted for publication on 2 June 2026 at 15:05 CEST.

Information about the Offer

Further information about the Offer is available on: www.data-driven-future.com.

For media enquiries, please contact:

Fredrik Hazén, Communications Professional, Triton

Tel: +46 709 483 810, email: hazen.au@triton-partners.com.

For administrative questions regarding the Offer, please contact your bank or nominee where you have shares registered.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.

This press release and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by TriCarbs BidCo. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa or by persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa or to any Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person or any persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, not being located or participating in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa and not acting on a nondiscretionary basis for a principal that is an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, or that is located in or giving order to participate in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. TriCarbs BidCo will not deliver any consideration relating to the Offer to Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Regardless of the previous, TriCarbs BidCo reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if TriCarbs BidCo, in its sole discretion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, TriCarbs BidCo or its brokers may purchase, or conclude agreements to purchase, shares in Cint, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Cint. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "should", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of TriCarbs BidCo. Any such forward-looking statements speak only as of the date on which they were made and TriCarbs BidCo has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except in accordance with applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Cint, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of shares in Cint domiciled in the United States ("U.S. Shareholders") are advised that the shares of Cint are not listed on a U.S. securities exchange and that Cint is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

In the United States, the Offer is subject to the requirements of the U.S. Exchange Act, and the rules and regulations promulgated thereunder, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, in each case to the extent applicable, subject to the exemption provided under Rule 14e-1(d) under the U.S. Exchange Act (the "Tier II Exemption").

The Offer will otherwise be made in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waiver of conditions, which may be different from the requirements or customary practices in relation to U.S. domestic tender offers. As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Shareholders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, including the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Shareholders and thus will not give rise to claims on the part of any other person. The U.S. Shareholders should consider that the Offer Price is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

Cint’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Shareholders on the same terms and conditions as those made to all other shareholders of Cint to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Shareholders on a basis comparable to the method pursuant to which such documents are provided to Cint’s other shareholders.

It may be difficult for Cint’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Cint and TriCarbs BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Cint’s shareholders may not be able to sue Cint or TriCarbs BidCo or their respective officers and directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Cint or TriCarbs BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, TriCarbs BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for TriCarbs BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Cint outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such instruments. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required under applicable law or regulations, information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Shareholders of such information to the extent that such information is made public in Cint’s home jurisdiction. In addition, the financial advisor to TriCarbs BidCo may also engage in ordinary course trading activities in securities of Cint, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.

The receipt of cash pursuant to the Offer by a U.S. Shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither TriCarbs BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

U.S. Shareholders are encouraged to consult with their own advisors regarding the Offer.

[1]    TriCarbs BidCo AB is a newly established Swedish private limited liability company with company registration number 559581-3097, that is currently owned (indirectly) by Triton Fund 6 and will, at completion of the Offer become co-owned by all members of the Consortium.