Persistent Acquires a Strong Majority Stake in Nagarro
PR Newswire
1h ago
Ai Focus
Persistent Systems stated that its acquisition bid for Nagarro SE was successfully completed after the end of the additional acceptance period, obtaining a total of approximately 94.04% of the Nagarro share capital and voting rights. The company indicated that if the transaction is completed, it will consider squeezing out the remaining minority shareholders and expects the transaction to be finalized by the end of the first quarter of CY27.
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The acquisition offer has successfully concluded.

  • At the end of the additional acceptance period, approximately 94.04% of the Nagarro shares had been acquired, which is significantly higher than the minimum acceptance threshold of 50% plus one share.
  • After holding over 90% of the share capital and voting rights of Nagarro, Persistent plans to initiate a squeeze-out process for the remaining minority shareholders after the transaction is completed, but no final decision has been made yet.
  • The transaction is expected to be completed by the end of the first quarter of CY27, but it still depends on a few regulatory approvals that have not yet been obtained.

Munich and Pune, India, October 9, 2026 / PRNewswire / -- Persistent Systems Limited's wholly-owned direct subsidiary Galaxy Germany Holding SE (the "Bidder") announced today that the final results of its voluntary public tender offer (the "Offer") for all outstanding shares of Nagarro SE (the "Target") have been determined following the expiration of the statutory extended acceptance period at midnight on October 6, 2026, Central European Summer Time.

During the additional acceptance period, another 1,335,114 shares of Nagarro were submitted in response to the offer. Together with the 7,568,145 shares of Nagarro submitted during the initial acceptance period, a total of 8,903,259 shares of Nagarro have been submitted so far, accounting for approximately 71.94% of Nagarro's share capital and voting rights. Adding to this, Persistent has already acquired approximately 22.10% of the equity through the share purchase agreement signed with Lantano Beteiligungen GmbH (“Lantano”), bringing Persistent's total holding to about 94.04% of Nagarro's share capital and voting rights. This result significantly exceeds the minimum acceptance threshold of 50% plus one share required to fulfill the offer.

Persistent Systems Limited CEO and Executive Director Sandeep Kalra stated:

"The final outcome of our offer for Nagarro clearly demonstrates that the strategic logic of combining Persistent with Nagarro has been recognized. We now look forward to completing the remaining steps to advance the delivery process. Both parties will work together to build the global AI driven digital engineering enterprise as we envision it."

After the offer is completed, and in accordance with the privatization strategy, Persistent, which already holds over 90% of the share capital and voting rights in Nagarro, plans to initiate a process to squeeze out the remaining minority shareholders of Nagarro after the transaction is completed, although no final decision has been made yet. Persistent will provide further details on the specific measures to be taken at an appropriate time.

Persistent It is expected that the transaction will be completed by the end of the first quarter of CY27, provided that only a few regulatory approvals remain to be obtained.

1. Does not include treasury shares.

Disclaimer and Forward-Looking Statements

This press release is neither an offer to purchase shares of Nagarro nor an invitation to offer for sale of shares of Nagarro. The final terms of the offer and other provisions related to the offer are contained only in the offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungen, BaFin). Investors and holders of Nagarro shares are strongly advised to read this offer document and all other documents related to the offer, as they contain important information. The offer document (in German and in a non-binding English translation), as well as detailed terms and other information, are available on the internet at www.galaxy-offer.com and other channels.

This offer will be implemented in full accordance with the applicable German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs - und Ü bernahmegesetz - Wp ÜG), as well as certain US securities laws related to cross-border takeover offers. This offer will not be subject to the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States. Accordingly, no notifications, filings, approvals, or authorizations have been submitted, facilitated, or obtained outside of the Federal Republic of Germany or the United States (depending on the applicable circumstances). Investors and holders of Nagarro shares cannot expect to be protected by investor protection laws of any jurisdiction other than those of the Federal Republic of Germany or the United States (depending on the applicable circumstances). Except for the exceptions stated in the offer documents and any exemptions that may be granted by the relevant regulatory authorities, no takeover offer will be made directly or indirectly in jurisdictions that constitute a violation of the applicable laws. This press release shall not be published in whole or in part, or distributed in any other manner, in any jurisdiction where such publication or distribution is prohibited by the applicable laws.

To the extent permitted by law, the bidder reserves the right to acquire additional shares of Nagarro directly or indirectly outside of this offer, whether on an exchange or off-exchange. However, such acquisitions or acquisition arrangements must not be conducted in the United States and must comply with applicable German legal provisions, particularly those of Wp ÜG. If the consideration paid outside of the offer exceeds the offer price, the offer price will be increased at the request of Wp ÜG to match the higher consideration. In the event of such an acquisition, relevant information, including the number of shares of Nagarro that have been or are intended to be acquired and the consideration paid or agreed to be paid, will be disclosed without delay within the scope required by the laws of the Federal Republic of Germany, the United States, or any other relevant jurisdiction. This offer relates to shares of a German company that is listed on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules, and practices applicable to listed companies in the Federal Republic of Germany, which differ in certain important respects from those of the United States and other jurisdictions. The financial information disclosed by the bidder and Nagarro in other places, including the information in the offer documents, is prepared in accordance with the regulations applicable in the Federal Republic of Germany and not in accordance with generally accepted accounting principles (GAAP) in the United States; therefore, it may not be comparable to the financial information of companies in the United States or other jurisdictions outside of the Federal Republic of Germany. This offer in the United States will be implemented in accordance with Section 14(e) of the Securities Exchange Act and its 14E rule, and based on the so-called Tier II exemption. This exemption allows the bidder to satisfy certain substantive and procedural requirements of the acquisition offer by complying with the laws or practices of its home country and exempts it from compliance with certain other rules of the Securities Exchange Act, although it is still subject to the legal requirements of the Federal Republic of Germany.U.S. shareholders should note that Nagarro is not listed on U.S. stock exchanges and is therefore not subject to the regular reporting requirements of the Securities Exchange Act. It also does not need to submit reports to the U.S. Securities and Exchange Commission (SEC), nor has it done so.

Any contracts signed with the bidder as a result of accepting the offer shall be governed solely by the laws of the Federal Republic of Germany and interpreted in accordance with those laws. For American shareholders (or shareholders from regions other than Germany), it may be difficult to exercise certain rights and claims related to the offer under the U.S. Federal Securities Laws (or other laws they are familiar with), as both the bidder and Nagarro are located outside of the United States (or outside of the jurisdiction of the shareholder's home court), and their respective executives and directors also reside outside of the United States (or outside of the jurisdiction of the shareholder's home court). For a non-U.S. company or its executives and directors, it may not be possible to file a lawsuit in a court outside of the United States for violations of U.S. securities laws; similarly, it may not be possible to compel a non-U.S. company or its subsidiaries to comply with judgments of U.S. courts.

Any forward-looking statements contained in this document are not factual statements and are identified by words such as “intend” and “will” and similar expressions. These statements reflect the intentions, beliefs, or current expectations and assumptions of the bidding parties and those acting in conjunction with them. Such forward-looking statements are based on the current plans, estimates, and forecasts made by the bidding parties and those acting in conjunction with them within their knowledge, but no guarantee is provided for their accuracy in the future (especially in situations beyond the control of the bidding parties or those acting in conjunction with them). Forward-looking statements involve risks and uncertainties, most of which are difficult to predict and are typically beyond the control of the bidding parties or those acting in conjunction with them. It should be noted that actual future results or consequences may differ significantly from those indicated or contained in the forward-looking statements. There is no assurance that the bidding parties and those acting in conjunction with them will not change their intentions and estimates as stated in this document, notices, or offer documents in the future.

About Persistent

Persistent Systems ( BSE : 533179 ) ( NSE : PERSISTENT ) is a global services and solutions company that provides AI-driven, platform-driven digital engineering and enterprise modernization services to enterprises in various industries. The company has over 28,500 employees in 21 countries and is committed to innovation and customer success. Persistent offers a comprehensive range of services including software engineering, product development, data and analytics, customer experience transformation, cloud computing, and agent business automation. It is a constituent stock of the MSCI India index and is included in several important indices of the National Stock Exchange of India, such as the Nifty Midcap 50, Nifty IT and Nifty MidCap Liquid 15, as well as in several indices of the Bombay Stock Exchange, like the S& P BSE 100 and S& P BSE SENSEX Next 50. Persistent is also a constituent of the Dow Jones Best - in - Class World Index index. The company has achieved carbon neutrality, reflecting its commitment to sustainable development and responsible business practices. Persistent has also been recognized by Newsweek and Plant A Insights Group as one of the “Great Inclusive and Diverse Workplaces in the U.S.” for 2025. As a participant in the United Nations Global Compact, the company is committed to aligning its strategies and operations with the universal principles of human rights, labor, environment, and anti-corruption, and takes actions to promote social goals.With a year-on-year increase of 22% in brand value, Persistent was recognized as the fastest-growing IT service brand globally in the 2026 Brand Finance IT Services 25 report, making it one of the top 25 global IT service brands and ranking as the 12th strongest brand. www.persistent.com

Forward-looking and Cautionary Statements

For information regarding the risks and uncertainties associated with forward-looking statements, please visit persistent.com / FLCS.

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