Key Quantitative Figures
- Total Nagarro shares tendered during initial acceptance period: 7,568,145 shares
- Additional shares tendered during additional acceptance period: 1,335,114 shares
- Total Nagarro shares tendered: 8,903,259 shares
- Percentage of Nagarro share capital and voting rights secured through tender offer: approximately 71.94% (excluding treasury shares)
- Additional stake secured through share purchase agreement with Lantano Beteiligungen GmbH: approximately 22.10%
- Total stake secured: approximately 94.04% of Nagarro's share capital and voting rights
- Minimum acceptance threshold required: 50% plus one share
Parties Involved
- Bidder: Galaxy Germany Holding SE (wholly-owned direct subsidiary of Persistent Systems Limited)
- Target Company: Nagarro SE
- Counterparty to share purchase agreement: Lantano Beteiligungen GmbH
- Regulatory authority: German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht)
Strategic Rationale
According to Sandeep Kalra, Chief Executive Officer and Executive Director of Persistent Systems Limited, the acquisition represents "a clear endorsement of the strategic logic behind bringing Persistent and Nagarro together" with the goal of building "the global AI-led digital engineering player we envision."
Future Plans
Having secured more than 90% of Nagarro's share capital and voting rights, Persistent plans to initiate a squeeze-out of the remaining minority shareholders of Nagarro upon closing. No final decision has been taken yet regarding specific measures.
Regulatory Status
The transaction is subject to only a limited number of outstanding regulatory approvals. The offer was conducted under German law, specifically the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain US securities law provisions relating to cross-border takeover offers.
Additional Context
The offer document was authorized for publication by the German Federal Financial Supervisory Authority and is available at www.galaxyoffer.com. The financial information relating to the bidder and Nagarro was prepared in accordance with German provisions, not US GAAP.
Company Background
Persistent Systems Limited (BSE: 533179, NSE: PERSISTENT) is a global services and solutions company delivering AI-led, platform-driven Digital Engineering and Enterprise Modernization with over 28,500 employees across 21 countries.
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