Transaction Overview

Persistent Systems Limited, through its wholly-owned subsidiary Galaxy Germany Holding SE, announced a voluntary public takeover offer for all outstanding shares of Nagarro SE at EUR 81 per share in an all-cash transaction. The offer represents a premium of approximately 140% to Nagarro's undisturbed closing price on June 25, 2026, and approximately 94% to the three-month volume-weighted average price.

Strategic Rationale and Combined Entity Metrics

The combination aims to create a global leader in AI-led digital engineering with:

  • Combined revenue run-rate of approximately USD 2.9 billion
  • 46,000+ employees across 40+ countries
  • 37,000+ employees in India, 3,500+ in North America, and 3,000+ in Europe
  • Diversified geographic footprint: USD 1.7 billion+ in North American business complemented by USD 600M+ European business
  • Persistent's European revenue share would increase from 9% (FY26) to 22% after combination
  • Balanced revenue profile: North America 62%, Europe 22%, Rest of World 16%
  • At-scale presence across verticals: USD 500M+ combined revenue in BFSI, Healthcare and Life Sciences, and TMT; USD 400M+ in Industrial; USD 300M+ in Consumer
  • 350+ marquee client relationships including 4 of top 5 European automotive firms, 7 of top 10 US and Indian banks, and 8 of top 15 healthcare and life sciences companies

Financial Details and Funding

  • Transaction expected to be cash EPS accretive for Persistent shareholders in the first year
  • Persistent secured binding agreement with Lantano Beteiligungen GmbH (largest Nagarro shareholder) for approximately 21% stake at Offer Price
  • Nagarro Management Board members declared intention to accept Offer and tender their shareholding
  • Transaction funded with committed financing from Barclays
  • Upon consummation, leverage expected to remain within conservative limits and meaningfully reduce over 2-year period

Company Background

Persistent Systems (FY26):

  • Revenue: ~USD 1.7 billion (17.4% year-on-year growth)
  • Employees: 27,500+ across 21 countries
  • 24 consecutive quarters of sequential revenue growth
  • Recognized as fastest-growing IT services brand globally in 2026

Nagarro (CY25):

  • Revenue: EUR 1 billion
  • Employees: ~18,500 across 40+ countries
  • Deep roots in industrial, consumer, TMT and BFSI verticals
  • Strong client relationships across Europe, including 4 of Europe's top 5 automotive manufacturers

Offer Conditions and Timeline

  • Minimum acceptance threshold: 50% plus one share of all outstanding Nagarro shares
  • Offer to launch after approval of offer document by BaFin (German Federal Financial Supervisory Authority)
  • Closing anticipated in Q4 CY26 / Q1 CY27
  • Subject to regulatory approvals and customary conditions
  • Persistent does not intend to enter into domination and/or profit and loss transfer agreement (DPLTA) for two years after closing
  • Intention to pursue delisting of Nagarro shares from Frankfurt Stock Exchange Prime Standard as soon as practicable

Management Commentary

Dr. Anand Deshpande, Founder, Chairman and MD, Persistent: Emphasized shared values, engineering culture, and ability to create stronger organization for AI era.

Sandeep Kalra, Executive Director and CEO, Persistent: Called combination "defining milestone" creating global engineering-led technology services leader with enhanced AI and digital transformation capabilities.

Manas Human, Co-Founder and CEO, Nagarro: Stated combination provides scale and power needed for AI revolution, enabling delivery of complex intelligence transformation programs globally.

Christian Bacherl, Chairman of Supervisory Board, Nagarro: Supported transaction with full conviction, noting offer price represents significant premium adequately reflecting Nagarro's value.

Employee and Client Benefits

  • Strong commitments to employee matters, operations and management in Business Combination Agreement
  • No intention to amend or terminate existing shop agreements, collective bargaining agreements
  • Commitment to preserving Nagarro's leadership and culture
  • Clients gain access to combined AI-led engineering platforms, broader hyperscaler partnerships, and global delivery infrastructure

Advisors

  • Persistent: Barclays (sole financial advisor), Hengeler Mueller and Khaitan (legal advisors)
  • Nagarro: J.P. Morgan (sole financial advisor), Freshfields (legal advisor)