Key Event Details

  • Shareholders approved the proposed Voluntary Public Takeover Offer for Nagarro SE at the Annual General Meeting held on August 3, 2026
  • Approval includes related financing arrangements and corporate guarantee
  • A requisite majority of votes was cast in favor of the transaction
  • The result reflects strong shareholder conviction in the combination

Strategic Rationale

The combination aims to create a scaled, globally diversified AI-led digital engineering and enterprise modernization powerhouse with at-scale presence in North America and Europe and meaningful exposure across further global markets. The combined group would be better positioned to support multi-region enterprise clients requiring integrated AI, engineering, ERP/CX, data and cloud capabilities across local and global delivery models.

Next Steps

  • The formal Offer Document has been submitted for review to the German Federal Financial Supervisory Authority (Bafin)
  • The Offer Document will be published following approval by Bafin
  • Publication will launch the acceptance period for Nagarro shareholders
  • Nagarro shareholders and interested parties are directed to http://www.galaxy-offer.com for further information

Regulatory Framework

The Offer will be implemented exclusively under German law, particularly the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain US securities law provisions relating to cross-border takeover offers. The Offer will not be conducted according to legal requirements of jurisdictions other than Germany or the US.

Additional Acquisition Rights

The Bidder reserves the right to acquire additional Nagarro shares outside the Offer on or off the stock exchange, provided such acquisitions comply with German statutory provisions and the Offer Price is increased to match any higher consideration paid outside the Offer.

Financial Information Disclosure

The financial information relating to the Bidder and Nagarro will be prepared in accordance with German provisions and may not be comparable to financial information of US companies or companies from other jurisdictions outside Germany.

Company Background

Persistent Systems (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. The company is part of the MSCI India Index and various NSE and BSE indices including Nifty Midcap 50, Nifty IT, and S&P BSE 100.

Legal Disclaimer

The press release is neither an offer to purchase nor a solicitation of an offer to sell Nagarro shares. The final terms will be communicated in the offer document after Bafin approval. Investors are strongly advised to read the offer document and all related documents once published.

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