- Persistent proclaims the intention to launch a voluntary public takeover provide for all excellent Nagarro shares at EUR 81 per share
- All-cash provide represents a extremely engaging premium of ~140% to the undisturbed closing value on June 25, 2026, and ~94% to the three-month volume-weighted common value
- Nagarro’s Administration and Supervisory Board help the transaction and intend to suggest acceptance of the Provide reflecting their robust shared conviction within the partnership’s strategic deserves
- Persistent has already secured an roughly 21% stake1 in Nagarro, with the biggest shareholder of Nagarro committing its whole stake beneath a binding settlement
- As well as, Nagarro Administration Board members have declared their intention to just accept the Provide and tender their shareholding into the Provide
- Nagarro is a Munich-headquartered chief in digital engineering with ~18,500 workers throughout 40+ international locations, deep roots in industrial, client, TMT and BFSI verticals and a complete income of EUR 1 billion (CY25)
- Persistent and Nagarro are an ideal strategic match, combining Persistent’s AI-led engineering management, North American scale and partnership depth with Nagarro’s European enterprise, complementary verticals, AI experience, and ERP and CX supply, to create a ~USD 2.9 billion AI-led engineering powerhouse with 46,000+ workers throughout 40+ international locations
- Provide is topic to a minimal acceptance threshold of fifty% plus one share of all excellent Nagarro shares; launch of Provide to comply with after approval of provide doc by BaFin
- Persistent doesn’t intend to enter right into a domination and/or revenue and loss switch settlement (DPLTA) for a length of two years after closing
- In alignment with Nagarro’s Administration Board, Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Customary) of the Frankfurt Inventory Alternate as quickly as practicable and legally possible
1: excluding treasury shares
MUNICH and PUNE, India, June 27, 2026 /PRNewswire/ —
Information Abstract
Galaxy Germany Holding SE (the “Bidder“), a wholly-owned direct subsidiary of Persistent Programs Restricted (collectively “Persistent“), immediately introduced a voluntary public takeover provide for all excellent shares in Nagarro SE (“Nagarro“) (the “Provide“) at a money consideration of EUR 81 per share (the “Provide Worth“). The Provide follows the signing of a Enterprise Mixture Settlement (“BCA“) between the Bidder, Persistent and Nagarro. Nagarro’s Administration and Supervisory Board help the transaction and intend to suggest acceptance of the Provide to Nagarro shareholders, topic to their overview of the provide doc.
The Bidder has additionally entered into a totally binding share buy settlement with Lantano Beteiligungen GmbH (“Lantano“), the funding car of the biggest shareholder of Nagarro, beneath which Lantano has agreed to promote its whole roughly 21% stake in Nagarro (excluding treasury shares) to the Bidder on the Provide Worth. The share buy settlement has been signed on the date hereof and is topic to customary regulatory approvals.
As well as, members of Nagarro’s Administration Board have declared their intention to just accept the Provide and tender their shareholding into the Provide.
The proposed mixture is designed to create a scaled, globally diversified AI-led digital engineering and enterprise modernization powerhouse with at-scale presence in North America and Europe and significant Remainder of the World publicity. The mixed Persistent – Nagarro group can be higher positioned to help multi-region enterprise shoppers requiring built-in AI, engineering, ERP / CX, knowledge and cloud capabilities throughout native and international supply fashions.
Quote from Dr. Anand Deshpande, Founder, Chairman and Managing Director, Persistent Programs
“At Persistent, we’ve at all times believed that nice corporations are constructed over many years, not quarters. They’re constructed by gifted individuals, a powerful engineering tradition, a willingness to innovate, and by incomes shoppers’ belief each single day. These rules have guided us since 1990. After we obtained to know Nagarro, what stood out was not simply the standard of their enterprise, however the similarity of their values. We noticed the identical respect for engineering, the identical entrepreneurial spirit, and the identical dedication to constructing lasting shopper relationships. That shared basis provides us confidence that collectively we will create one thing even stronger. AI is reshaping our trade at an unprecedented tempo. Success will belong to corporations that mix deep technical functionality with international attain, whereas persevering with to draw, develop and encourage distinctive individuals. Collectively, Persistent and Nagarro can be higher positioned to assist our shoppers navigate this new period, create better alternatives for our groups, and construct an organisation that can endure for a few years to return.”
Quote from Sandeep Kalra, Government Director and Chief Government Officer, Persistent Programs
“The subsequent wave of enterprise transformation can be outlined by AI, engineering excellence, and international scale. Bringing Nagarro and Persistent collectively is a defining milestone in our journey to construct a worldwide, engineering-led expertise companies chief. Nagarro is an distinctive strategic and cultural match for Persistent, with shared values, complementary capabilities, and a typical dedication to buyer success. This mixture strengthens our place in Europe, expands our scale in North America, and enhances our capability to assist shoppers speed up their AI and digital transformation journeys. Collectively, we’re creating one of many trade’s main AI-led, engineering-driven digital transformation corporations, creating better alternatives for our shoppers, our individuals, and all our stakeholders.”
Quote from Manas Human, Co-Founder and CEO, Nagarro
“Each Nagarro and Persistent have grown from humble beginnings into robust expertise powerhouses with high-quality individuals and deep shopper relationships. Now, with the AI revolution, we’re getting into an period that can reward corporations like ours that have already got a digital-, data- and AI-DNA. It is a second of nice alternative, however it additionally wants scale and energy to profit from it. With the mixed strengths of Persistent and Nagarro, we’ll have the ability to ship the complicated intelligence transformation packages that our shoppers are more and more demanding – at scale, throughout industries, and the world over. I’m excited as a result of I consider that becoming a member of forces is a compelling step ahead– for the shoppers, shareholders, and colleagues in each corporations.”
Quote from Christian Bacherl, Chairman of the Supervisory Board, Nagarro
“Nagarro has been constructed over many years by distinctive individuals. In Persistent, we discovered a accomplice with shared values, convictions and complementary strengths: a enterprise with real AI and Engineering capabilities, the dimensions to speed up Nagarro’s ambitions, and a administration tradition that earns belief. The provide value represents a big premium over the present share value adequately reflecting Nagarro’s worth. The Supervisory Board helps this transaction with full conviction and can suggest acceptance of the provide topic to a overview of the provide doc.”
A compelling provide for all stakeholders
Persistent and Nagarro have the shared conviction that main the subsequent decade of AI-led digital engineering requires capabilities and native presence of a unique order – and this mix accelerates precisely that, bringing collectively in a single transaction what would in any other case take many years to construct organically.
- Engaging premium. The provide value of EUR 81 per share represents a really engaging premium of ~140% to the undisturbed closing value on June 25, 2026, and ~94% to the three-month volume-weighted common value. Persistent believes this represents full and honest worth for Nagarro shareholders. On the identical time, the transaction is anticipated to be money EPS accretive for Persistent shareholders within the first yr of the transaction.
- A development story for workers. The 2 companies are extremely complementary, creating a bigger, extra diversified platform with enhanced development prospects. Workers on each side would profit from broader profession alternatives, deeper publicity to state-of-the artwork applied sciences, international shoppers and participation in scaled transformation packages. Persistent operates on a tradition that values its workers. A number of awards set up its precedence of making a very good office. The mix is all about development. Accordingly, the BCA displays robust commitments to worker issues, operations and administration: Persistent doesn’t intend to impact an modification to, or a termination of, any present store agreements, collective bargaining agreements or comparable agreements. Persistent additionally confirms its dedication to preserving management and tradition of Nagarro.
- Stronger outcomes for shoppers. Persistent’s and Nagarro’s shoppers would achieve entry to the mixed power of AI-led engineering platforms and options; broader set of partnerships with Hyperscalers, ISVs and frontier labs, international supply infrastructure at scale, deep enterprise operations, ERP and CX capabilities, robust North American and European presence and vertical experience. The mixed providing creates a single accomplice with end-to-end functionality from AI ambition to measurable outcomes.
Persistent will fund the transaction with dedicated financing from Barclays. Upon consummation of the transaction, the leverage is anticipated to stay inside conservative limits to meaningfully scale back over a 2-year interval.
A transaction constructed on strategic logic
Persistent, recognised because the fastest-growing IT companies model globally in 2026, has constructed its enterprise on deep technical experience and outcome-driven supply. With over 27,500 workers throughout 21 international locations and 24 consecutive quarters of sequential income development, Persistent has demonstrated constant execution and the sturdiness of its shopper relationships. Income within the final fiscal yr reached ~USD 1.7 billion, representing 17.4% year-on-year development. Persistent has been constantly acknowledged for best-in-class company governance, assembly the best worldwide requirements of transparency and accountability.
Nagarro brings deep AI and digital engineering experience throughout sectors, with roughly EUR 1 billion in CY2025 income. Nagarro additionally holds robust shopper relationships throughout Europe, together with 4 of Europe’s prime 5 automotive producers. Its digital, ERP and CX capabilities throughout among the continent’s most complicated enterprise environments, and its native engineering tradition embedded throughout 40 international locations, have been constructed by means of many years of sustained presence and high quality.
The mix would ship:
- A world chief in AI-led digital engineering: ~USD 2.9 billion income run-rate, 46,000+ workers throughout 40+ international locations – together with 37,000+ in India, 3,500+ in North America, and three,000+ in Europe
- Diversified geographic footprint: USD 1.7 billion+ in North American enterprise complemented by USD 600M+ European enterprise; Persistent’s European income share (FY26) would enhance from 9% to 22% after mixture, making a balanced income profile for Persistent – Nagarro Group with North America accounting for 62% and Remainder of World rising from 10% to 16%.
- Finish-to-end providing and AI stack: Nagarro’s AI, digital, ERP and CX capabilities complement Persistent’s AI capabilities and complete expertise platform portfolio
- New dimension of scale: Mixture considerably enhances the Complete Addressable Market (TAM) to over USD 1,400 billion, with at-scale presence (USD 500M+ mixed income) throughout every of Banking, Monetary Providers and Insurance coverage (BFSI), Healthcare and Life Sciences (HLS), and Expertise, Media and Telecommunications (TMT), and powerful positions throughout Industrial (USD 400M+) and Client (USD 300M+)
- Deep shopper franchise: 350+ marquee shopper relationships, together with 4 of the highest 5 European automotive companies, 7 of the highest 10 US and Indian banks, and eight of the highest 15 healthcare and life sciences corporations
- Frontier AI functionality: Mixture additional strengthens the AI Ahead Deployed Engineering capabilities, combining each companies’ AI-skilled expertise and platforms to speed up shopper outcomes in AI-led transformation
- Preserving the power of two manufacturers. Each corporations are well-established, main manufacturers within the trade. Following the closing of the transaction, the Persistent – Nagarro Group will mirror the essence of each, preserving property and belief out there.
Provide Circumstances and subsequent steps
The Provide can be topic to a minimal acceptance threshold of fifty% plus one share of all excellent Nagarro shares, inclusive of shares acquired beneath the binding share buy settlement with Lantano and the intention by members of Nagarro’s Administration Board to tender into the Provide. Persistent expects to launch the Provide after approval of the provide doc by BaFin, with closing anticipated in This autumn CY26 / Q1 CY27, topic to regulatory approvals and different customary circumstances.
Persistent doesn’t intend to enter right into a domination and/or revenue and loss switch settlement (DPLTA) for a length of two years after closing.
The Provide varieties a part of a taking-private technique. Following completion of the Provide, Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Customary) of the Frankfurt Inventory Alternate as quickly as practicable and legally possible in alignment with the Administration Board of Nagarro.
The provide doc can be ready and submitted to the German Federal Monetary Supervisory Authority (“BaFin“) for overview.
Barclays is appearing as sole monetary advisor, Hengeler Mueller and Khaitan are appearing as authorized advisors to Persistent in reference to the transaction. J.P. Morgan is appearing as sole monetary advisor, Freshfields is appearing as authorized advisor to Nagarro in reference to the transaction.
The corporate will present extra particulars on the transaction in a webcast. Extra info on this can be shared shortly.
Disclaimer and forward-looking statements
This press launch is neither a proposal to buy nor a solicitation of a proposal to promote Nagarro shares. The ultimate phrases of the Provide in addition to different provisions regarding the Provide can be communicated within the provide doc after the German Federal Monetary Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the provide doc. Traders and holders of Nagarro shares are strongly suggested to learn the provide doc and all different paperwork regarding the Provide as quickly as they’ve been made public, as they may include vital info. The provide doc for the Provide (in German and a non-binding English translation) with the detailed phrases and circumstances and different info on the Provide can be revealed after approval by the German Federal Monetary Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst different info on the web.
The Provide can be applied completely on the idea of the relevant provisions of German regulation, particularly the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and sure securities regulation provisions of the US of America regarding cross-border takeover presents. The Provide won’t be performed in accordance with the authorized necessities of jurisdictions aside from the Federal Republic of Germany or the US of America (as relevant). Accordingly, no notices, filings, approvals or authorizations for the Provide have been filed, prompted to be filed or granted exterior the Federal Republic of Germany or the US of America (as relevant). Traders and holders of Nagarro shares can’t depend on being protected by the investor safety legal guidelines of any jurisdiction aside from the Federal Republic of Germany or the US of America (as relevant). Topic to the exceptions described within the provide doc and, the place relevant, any exemptions to be granted by the respective regulatory authorities, no takeover provide can be made, straight or not directly, in these jurisdictions during which this is able to represent a violation of relevant regulation. This press launch will not be launched or in any other case distributed in entire or partially, in any jurisdiction during which the Provide can be prohibited by relevant regulation.
The Bidder reserves the correct, to the extent permitted by regulation, to straight or not directly purchase further Nagarro shares exterior the Provide on or off the inventory trade, supplied that such acquisitions or preparations to accumulate usually are not made in the US, will adjust to the relevant German statutory provisions, particularly the WpÜG, and the Provide Worth is elevated in accordance with the WpÜG, to match any consideration paid exterior of the Provide if increased than the Provide Worth. If such acquisitions happen, info on such acquisitions, together with the variety of Nagarro shares acquired or to be acquired and the consideration paid or agreed, can be revealed with out undue delay if and to the extent required beneath the legal guidelines of the Federal Republic of Germany, the US or some other related jurisdiction. The Provide will relate to shares in a German firm admitted to buying and selling, inter alia, on the Frankfurt Inventory Alternate and can be topic to the disclosure necessities, guidelines and practices relevant to corporations listed within the Federal Republic of Germany, which differ from these of the US and different jurisdictions in sure materials respects. The monetary info regarding the Bidder and Nagarro included elsewhere, together with within the provide doc, can be ready in accordance with provisions relevant within the Federal Republic of Germany and won’t be ready in accordance with typically accepted accounting rules in the US; subsequently, it will not be similar to monetary info regarding United States corporations or corporations from different jurisdictions exterior the Federal Republic of Germany. The Provide can be made in the US pursuant to Part 14(e) of, and Regulation 14E beneath, the Alternate Act, and on the idea of the so-called Tier II exemption from sure necessities of the Alternate Act, which exemption permits a bidder to adjust to sure substantive and procedural guidelines of the Alternate Act for takeover bids by complying with the regulation or follow of the home authorized system and exempts the bidder from complying with sure different guidelines of the Alternate Act, and in any other case in accordance with the necessities of the legal guidelines of the Federal Republic of Germany. Shareholders from the US ought to observe that Nagarro is just not listed on a United States securities trade, is just not topic to the periodic necessities of the Alternate Act and isn’t required to, and doesn’t, file any stories with the US Securities and Alternate Fee.
Any contract entered into with the Bidder because of the acceptance of the deliberate Provide can be ruled completely by and construed in accordance with the legal guidelines of the Federal Republic of Germany. It might be tough for shareholders from the US (or from elsewhere exterior of Germany) to implement sure rights and claims arising in reference to the Provide beneath United States federal securities legal guidelines (or different legal guidelines they’re acquainted with) because the Bidder and Nagarro are situated exterior the US (or the jurisdiction the place the shareholder resides), and their respective officers and administrators reside exterior the US (or the jurisdiction the place the shareholder resides). It will not be potential to sue a non-United States firm or its officers or administrators in a non-United States courtroom for violations of United States securities legal guidelines. It additionally will not be potential to compel a non-United States firm or its subsidiaries to submit themselves to a United States courtroom’s judgment.
To the extent that this doc incorporates forward-looking statements, they don’t seem to be statements of truth and are recognized by the phrases “intend”, “will” and comparable expressions. These statements specific the intentions, beliefs or present expectations and assumptions of the Bidder and the individuals appearing collectively with it. Such forward-looking statements are based mostly on present plans, estimates and projections made by the Bidder and the individuals appearing collectively with it to the very best of their information, however usually are not ensures of future accuracy (this is applicable particularly to circumstances past the management of the Bidder or the individuals appearing collectively with it). Ahead-looking statements are topic to dangers and uncertainties, most of that are tough to foretell and are often past the Bidder’s management or the management of the individuals appearing collectively with it. It must be taken under consideration that precise outcomes or penalties sooner or later could differ materially from these indicated or contained within the forward-looking statements. It can’t be dominated out that the Bidder and the individuals appearing collectively with it should change their intentions and estimates acknowledged in paperwork or notifications or within the provide doc but to be revealed after publication of the paperwork, notifications or the provide doc.
About Persistent
Persistent Programs (BSE: 533179) (NSE: PERSISTENT) is a worldwide companies and options firm delivering AI-led, platform-driven Digital Engineering and Enterprise Modernization to companies throughout industries. With over 27,500 workers situated in 21 international locations, the Firm is dedicated to innovation and shopper success. Persistent presents a complete suite of companies, together with software program engineering, product improvement, knowledge and analytics, CX transformation, cloud computing, and clever automation. The Firm is a part of the MSCI India Index and is included in key indices of the Nationwide Inventory Alternate of India, together with the Nifty Midcap 50, Nifty IT, and Nifty MidCap Liquid 15, in addition to a number of on the BSE such because the S&P BSE 100 and S&P BSE SENSEX Subsequent 50. Persistent can be a constituent of the Dow Jones Finest-in-Class World Index. The Firm has achieved carbon neutrality, reinforcing its dedication to sustainability and accountable enterprise practices. Persistent has additionally been named one in all America’s Best Workplaces for Inclusion & Variety 2025 by Newsweek and Plant A Insights Group. As a participant of the United Nations International Compact, the Firm is dedicated to aligning methods and operations with common rules on human rights, labor, setting, and anti-corruption, in addition to take actions that advance societal targets. With 468% development in model worth since 2020, Persistent is the fastest-growing IT companies model in ‘Model Finance India 100’ 2025 Report.
www.persistent.com
About Nagarro
Nagarro, a worldwide AI transformation and engineering chief, helps shoppers change into fluidic, progressive, AI-first corporations and thus win of their markets. The corporate is distinguished by its entrepreneurial, agile, and international character, its CARING mindset, and its Fluidic Intelligence imaginative and prescient. Nagarro employs round 18,500 individuals in 40 international locations. For extra info, please go to www.nagarro.com.
Ahead-looking and Cautionary Statements
For dangers and uncertainties regarding forward-looking statements, please go to persistent.com/FLCS
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