Nature of the Event

Key Quantitative Figures

  • The offer price is EUR 81.00 per Nagarro share in cash.
  • This price represents a premium of approximately 140% to Nagarro's closing price on June 25, 2026.
  • It also represents a premium of approximately 93% to the three-month volume-weighted average price (VWAP) as of June 25, 2026.
  • The Bidder has already secured an approximately 22% stake in Nagarro (excluding treasury shares) through a fully binding share purchase agreement with Lantano Beteiligungen GmbH.
  • Members of the Nagarro Management Board and further employees have declared their intention to tender shares amounting to an approximately 15% stake (excluding treasury shares).

Dates of Action

  • The press release and offer document were published on August 6, 2026.
  • The six-week acceptance period begins on August 6, 2026, and runs until midnight (CEST) on September 17, 2026.
  • A two-week additional acceptance period is expected to begin on September 23, 2026, and end on October 6, 2026.
  • Persistent's shareholders approved the acquisition and related financing at an annual general meeting held on August 3, 2026.
  • The transaction is expected to close by the end of Q1 CY27 (Calendar Year 2027).

Parties or Entities Involved

  • Offeror: Persistent Systems Limited (BSE: 533179, NSE: PERSISTENT).
  • Bidder: Galaxy Germany Holding SE (a wholly-owned direct subsidiary of Persistent).
  • Target: Nagarro SE.
  • Regulatory Authority: German Federal Financial Supervisory Authority (BaFin), which authorized the offer document.
  • Major Shareholder: Lantano Beteiligungen GmbH, the investment vehicle of Nagarro's largest shareholder, which committed its entire stake.

Purpose or Stated Rationale

Persistent and Nagarro believe the combination would create a scaled, globally diversified AI-led digital engineering and enterprise modernization powerhouse. The combined entity would have at-scale presence in North America and Europe and be better positioned to support multi-region enterprise clients requiring integrated AI, engineering, ERP/CX, data, and cloud capabilities.

Conditions and Thresholds

The Offer is subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares. The shares already secured from Lantano and those intended to be tendered by management will count towards this threshold. The Offer is also subject to regulatory approvals and other customary conditions.

Additional Strategic Intent

Persistent does not intend to enter into a domination and/or profit and loss transfer agreement (DPLTA) for two years after the closing of the Offer. Following the consummation of the Offer, Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible. This could result in Nagarro being excluded from the SDAX and make its shares effectively illiquid.

Governance and Support

Nagarro's Management Board and Supervisory Board welcome the transaction and plan to recommend in their response statement that shareholders accept the Offer, subject to their fiduciary duties. A Business Combination Agreement (BCA) includes commitments to employee matters, operations, and management, including the preservation of existing terms and conditions of employment.

Offer Document Availability

All details and the offer document are available at www.galaxy-offer.com.

#PersistentSystems #Nagarro #TakeoverOffer #SEBIDisclosure #M&A