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  • TriCarbs BidCo increases the offer price to SEK 6.00 per share in Cint and, through additional irrevocable undertakings from shareholders, controls in aggregate 74.9 per cent of the shares

TriCarbs BidCo increases the offer price to SEK 6.00 per share in Cint and, through additional irrevocable undertakings from shareholders, controls in aggregate 74.9 per cent of the shares

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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, a consortium, today consisting of Triton Fund 6[1] and Bolero[2] (the "Consortium"), announced, through TriCarbs BidCo AB[3] ("TriCarbs BidCo"), 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"). Today, TriCarbs BidCo has decided to increase the offer price to SEK 6.00 in cash per share and to extend the acceptance period until 14 July 2026 (the "Revised Offer"). Ahead of the increase in the consideration in the Offer, the Consortium has received additional irrevocable undertakings from shareholders to accept the Revised Offer corresponding to 40.9 per cent of all shares and votes in Cint, which together with previously received irrevocable undertakings of 4.4 per cent and Bolero’s existing shareholding of 29.6 per cent, corresponds to in aggregate 74.9[4] per cent of all shares and votes in Cint. It may also be noted that, at the end of the initial acceptance period on 22 June 2026, the Offer had additionally been accepted by shareholders representing in aggregate approximately 7.9 per cent of the total number of shares and votes in Cint[5].

The Revised Offer in summary

  • TriCarbs BidCo increases the consideration in the Offer from SEK 5.60 to SEK 6.00, corresponding to a total value for all shares in Cint of approximately SEK 2,131 million[6] and extends the acceptance period up to and including 14 July 2026 at 17:00 CEST.
  • The price offered for the shares in the Revised Offer represents a premium of:[7]
    • approximately 42.5 per cent compared to the closing share price of SEK 4.21 on 24 April 2026 (the last day of trading prior to this announcement of the Offer);
    • approximately 51.1 per cent compared to the volume-weighted average trading price of SEK 3.97 during the last 30 trading days prior to the announcement of the Offer;
    • approximately 76.4 per cent compared to the volume-weighted average trading price of SEK 3.40 during the last 60 trading days prior to the announcement of the Offer; and
    • approximately 84.3 per cent compared to the volume-weighted average trading price of SEK 3.26 during the last 90 trading days prior to the announcement of the Offer.
  • In connection with the increase of the consideration in the Offer, DNB Asset Management, Fjärde AP-fonden, Janus Henderson Investors, Samson Rock Capital, Protean Fund Scandinavian and Erik Hallert, who in aggregate control 40.9 per cent[8] of all shares and votes in Cint, have also undertaken to accept the Revised Offer. Patrick Comer's and Brett Schnittlich's undertakings that were entered into in connection with the announcement of the new consortium composition on 5 June 2026 continue to apply to the Revised Offer. This means that shareholders who in aggregate control 45.3 per cent of all shares and votes in Cint, have irrevocably undertaken to accept the Revised Offer, subject to the conditions set out under “Undertakings to accept the Revised Offer” below. Bolero already owns, in aggregate, 105,158,480 shares, corresponding to 29.6 per cent of all shares and votes in Cint, which will be contributed to TriCarbs BidCo at completion of the Revised Offer. Total irrevocable undertakings and Bolero’s existing shareholding corresponds to in aggregate 74.9 per cent of all shares and votes in Cint.
  • It may also be noted that, at the end of the initial acceptance period on 22 June 2026, the Offer had additionally been accepted by shareholders representing in aggregate approximately 7.9 per cent of the total number of shares and votes in Cint. In accordance with the Takeover Rules, shareholders in Cint who have accepted the Offer prior to the publication of the supplement (see definition below under the section Supplement to the Offer Document) have the right to withdraw their acceptances within five business days from the publication of the supplement.
  • Except for the increase in consideration and the extension of the acceptance period, the terms and conditions of the Revised Offer are otherwise unchanged.

Thomas Hofvenstam, Fund Managing Partner and Co-Head of Triton Mid-Market at Triton Partners, comments:

"TriCarbs BidCo now controls shares representing 74.9 per cent of the shares in Cint, and in addition, shares representing 7.9 per cent have been tendered in the Offer during the initial acceptance period. We are pleased with the strong support for the Revised Offer; this is a clear reflection of the attractiveness of the offer and of the shareholders’ confidence in the transaction and in our vision for Cint’s next phase. We remain convinced that Cint is best supported in a private setting, with the faster pace of execution and the continued, accelerated investments that the next phase requires. We are therefore extending the acceptance period until 14 July to give remaining shareholders a further opportunity to accept the Offer and realise immediate a certain value at an attractive premium."

The Revised Offer

Consideration and acceptance period

On 27 April 2026, TriCarbs BidCo announced a public offer to acquire all shares in Cint for SEK 5.60 in cash per share in Cint. Today, TriCarbs BidCo has decided to increase the consideration in the Offer to SEK 6.00 in cash per share in Cint and to extend the acceptance period up to and including 14 July 2026 at 17:00 CEST.

Shareholders who have tendered their shares at SEK 5.60 in cash per share will automatically benefit from the increased price of SEK 6.00 in cash per share without taking any further action.

In the event that Cint pays dividends or makes any value transfer to the shareholders of Cint, for which the record date occurs before settlement of the Revised Offer, the cash consideration of the Revised Offer will be reduced accordingly.

Premiums

The price offered for the shares in the Revised Offer represents a premium of:[9]

  • approximately 42.5 per cent compared to the closing share price of SEK 4.21 on 24 April 2026 (the last day of trading prior to this announcement of the Offer);
  • approximately 51.1 per cent compared to the volume-weighted average trading price of SEK 3.97 during the last 30 trading days prior to the announcement of the Offer;
  • approximately 76.4 per cent compared to the volume-weighted average trading price of SEK 3.40 during the last 60 trading days prior to the announcement of the Offer; and
  • approximately 84.3 per cent compared to the volume-weighted average trading price of SEK 3.26 during the last 90 trading days prior to the announcement of the Offer.

Total value of the Revised Offer

The total value of the Revised Offer, based on all 355,113,345 outstanding shares in Cint, amounts to approximately SEK 2,131 million.

Undertakings to accept the Revised Offer

The following shareholders, who in aggregate control 45.3 per cent[10] of all shares and votes in Cint, have undertaken to accept the Revised Offer:

  • Patrick Comer, owning or controlling, directly or through closely related parties, 12,578,895 shares, corresponding to 3.5 per cent of all shares and votes in Cint.
  • Brett Schnittlich, owning or controlling 3,102,004 shares, corresponding to 0.9 per cent of all shares and votes in Cint.
  • DNB Asset Management AS, holding 52,162,007 shares, corresponding to14.7 per cent of all shares and votes in Cint.
  • Fjärde AP-fonden, holding 21,354,605 shares, corresponding to 6.0 per cent of all shares and votes in Cint.
  • Janus Henderson Investors UK Limited, holding 27,188,126 shares, corresponding to 7.7 per cent of all shares and votes in Cint.
  • Samson Rock Capital, holding 20,557,050 shares, corresponding to 5.8 per cent of all shares and votes in Cint.
  • Protean Funds Scandinavian AB, holding 16,596,135 shares, corresponding to 4.7 per cent of all shares and votes in Cint.
  • Erik Hallert, holding 7,295,747 shares, corresponding to 2.1 per cent of all shares and votes in Cint.

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 Revised Offer.

Bolero already owns 105,158,480 shares, representing approximately 29.6 per cent of all shares and votes in Cint, which will be contributed to TriCarbs BidCo upon completion of the Revised Offer.[11]

The Consortium thereby controls in aggregate 74.9 per cent of all the shares and votes in Cint.

It may also be noted that, at the end of the initial acceptance period on 22 June 2026, the Offer had additionally been accepted by shareholders representing in aggregate approximately 7.9 per cent of the total number of shares and votes in Cint. In accordance with the Takeover Rules, shareholders in Cint who have accepted the Offer prior to the publication of the supplement (see definition below under the section Supplement to the Offer Document) have the right to withdraw their acceptances within five business days from the publication of the supplement.

Conditions for completion of the Revised Offer

Apart from the increase of the consideration and the extension of the acceptance period, the conditions for the Revised Offer remain unchanged. TriCarbs BidCo continues to reserve the right to waive, in whole or in part, one or more conditions for completion in accordance with what is set out in TriCarbs BidCo’s announcement of the Offer on 27 April 2026 and the offer document published by TriCarbs BidCo on 13 May 2026.

Timetable

TriCarbs BidCo has decided to extend the acceptance period to 14 July 2026 at 17:00 CEST. Settlement for all tendered shares in the Revised Offer is expected to be initiated on or around 22 July 2026. TriCarbs BidCo reserves the right to shorten the acceptance period and set an earlier date as well as to extend the acceptance period and to postpone the settlement date. TriCarbs BidCo will announce any changes of the acceptance period or the settlement date by press release in accordance with applicable laws and regulations.

The Consortium's and TriCarbs BidCo's shareholding in Cint

Bolero owns 105,158,480 shares, corresponding to approximately 29.6 per cent of all the shares and votes in Cint. Bolero will contribute all its shares in Cint to TriCarbs BidCo at completion of the Revised Offer.[12]

Neither TriCarbs BidCo nor the members of the Consortium, nor any closely related parties to them, have acquired any shares in Cint outside the Revised Offer.

Apart from the above, neither TriCarbs BidCo 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 TriCarbs BidCo, 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, TriCarbs BidCo and the members of the Consortium may acquire, or enter into arrangements to acquire, shares in Cint outside the Revised Offer at a price per share not exceeding the Revised 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 Revised Offer but does not want to await payment of the consideration may seek to sell their shares in the market.

Supplement to the offer document

An offer document and a supplement to the offer document regarding the Offer were approved and registered by the Swedish Financial Supervisory Authority and published by TriCarbs BidCo on 13 May 2026 and 5 June 2026, respectively. A supplement to the offer document reflecting the contents of this press release will be published by TriCarbs BidCo as soon as possible when it has been approved and registered by the Swedish Financial Supervisory Authority (the "Supplement").

Pursuant to the Takeover Rules, shareholders of Cint who have accepted the Revised 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 Revised 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.

Other information

If TriCarbs BidCo, whether in connection with the Revised Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Cint, TriCarbs BidCo intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Cint and promote a delisting of Cint's shares from Nasdaq Stockholm.

Advisers

TriCarbs BidCo and the Consortium have engaged SEB Corporate Finance as financial adviser, and Linklaters as legal adviser in connection with the Offer. Bolero has engaged Advokatfirman Vinge KB as legal adviser in connection with the Offer.

This press release was submitted for publication on 30 June 2026 at 21:10 CEST.

Information about the Revised Offer

Further information about the Revised 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 Revised 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]    The fund known as Triton Fund 6 comprises (i) Triton Fund 6 SCSp, (ii) Triton Fund 6 F&F SCSp, (iii) Triton Fund 6 F&F No.2 SCSp and (iv) Triton Fund 6 F&F No.3 SCSp.

[2]    "Bolero" refers to Bolero Holdings SARL.

[3]    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 owned by all members of the Consortium.

[4]    The ownership percentages set out in this paragraph are calculated based on 355,113,345 outstanding shares in Cint.

[5]    In accordance with the Takeover Rules, shareholders in Cint who have accepted the Offer prior to the publication of the supplement (see definition below under the section Supplement to the Offer Document) have the right to withdraw their acceptances within five business days from the publication of the supplement.

[6]    Based on a total of 355,113,345 shares and an offer price of SEK 6.00 per share in Cint.

[7]    Source for Cint's share prices: Nasdaq Stockholm.

[8]    The ownership percentages set out in this paragraph are calculated based on 355,113,345 outstanding shares in Cint.

[9]    Source for Cint's share prices: Nasdaq Stockholm.

[10]   The ownership percentages set out in this paragraph are calculated based on 355,113,345 outstanding shares in Cint.

[11]   The ownership percentages set out in this paragraph are calculated based on 355,113,345 outstanding shares in Cint.

[12]   The ownership percentages set out in this paragraph are calculated based on 355,113,345 outstanding shares in Cint.