TriCarbs BidCo announces final outcome in the recommended cash offer to the shareholders of Cint Group AB (publ)

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 the shareholders of Cint Group AB (publ) ("Cint") to acquire all outstanding shares in Cint (the "Offer"). On 30 June 2026, TriCarbs BidCo increased the consideration and extended the original acceptance period to 14 July 2026. On 16 July 2026, TriCarbs BidCo declared the Offer unconditional and announced that the acceptance period, which had ended on 14 July 2026, had been extended until 29 July 2026. Settlement for shares tendered in the Offer during the extended acceptance period will be initiated around 5 August 2026. 

At the end of the extended acceptance period on 29 July 2026, TriCarbs BidCo owns or controls 347,322,429 shares, corresponding to 97.8 per cent of the share capital and votes in Cint.

The Offer is now closed. TriCarbs BidCo announces today that TriCarbs BidCo owns or controls a total of 97.8 per cent of the share capital and votes in Cint.

The shares tendered in the Offer during the extended acceptance period which ended on 29 July 2026 amount to 14,493,880, corresponding to 4.1 per cent of the share capital and votes in Cint. The total number of shares tendered in the Offer at the end of the extended acceptance period on 29 July 2026 amounts to 239,546,797, corresponding to 67.5 per cent of the share capital and votes in Cint. During the period after 14 July 2026, the Consortium has, through TriCarbs BidCo, also acquired 2,617,152 shares in Cint in the market, corresponding to approximately 0.7 per cent of the share capital and votes in Cint, meaning that TriCarbs BidCo owns or controls 347,322,429 shares and votes in Cint, corresponding to approximately 97.8 per cent of the share capital and votes in Cint. No acquisitions were made at a price that exceeds the consideration in the Offer.

At the announcement of the Offer, on 27 April 2026, TriCarbs BidCo owned or controlled, together with closely related parties, approximately 29.6 per cent of the share capital and votes in Cint. At the end of the acceptance period on 14 July 2026, the Offer had been accepted by shareholders representing 225,052,917 shares, corresponding to 63.4 per cent of the total number of shares and votes in Cint. At the completion of the Offer, Bolero also contributed all of its 105,158,480 shares, corresponding to approximately 29.6 per cent of the share capital and votes in Cint, to TriCarbs BidCo.

Apart from the above, neither TriCarbs BidCo nor the members of the Consortium, nor any closely related party to them, have acquired, or entered into any agreement to acquire, any shares or other financial instruments in Cint outside the Offer. Neither TriCarbs BidCo nor the members of the Consortium, nor any closely related party to them, hold any financial instruments that provide a financial exposure equivalent to a holding of shares in Cint.

Settlement for shares tendered in the Offer during the acceptance period which ended 14 July 2026 was initiated on 22 July 2026. Settlement for shares tendered in the Offer during the extended acceptance period which ended 29 July 2026 is expected to be initiated around 5 August 2026.

TriCarbs BidCo has initiated compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) in order to acquire all remaining shares in Cint. The last day of trading of Cint's shares on Nasdaq Stockholm is on 7 August 2026.

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 July 2026 at 17:30 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, in the first instance, 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.