- Persistent announces its intention to launch a voluntary public tender offer for all of the outstanding shares of Nagarro, at a price of 81 euros per share
- This all-cash offer represents a very attractive premium of approximately 140% to the undisturbed closing price on June 25, 2026, and approximately 94% to the three-month volume-weighted average price.
- The Nagarro Board of Directors and Supervisory Board support the transaction and intend to recommend acceptance of the offer, as a sign of their shared strong belief in the strategic benefits of this partnership.
- Persistent already has a stake1 of approximately 21% in Nagarro, with Nagarro’s largest shareholder having committed to divest its entire stake under a binding agreement.
- Furthermore, the members of the Nagarro board of directors have expressed their intention to accept the offer and participate in it.
- Nagarro, headquartered in Munich, is a leading player in the field of digital engineering. The company has around 18,500 employees in more than 40 countries and has solid expertise in the industrial, consumer goods, technology, media and telecommunications sectors as well as financial services and insurance. Its turnover is one billion euros (calendar year 2025).
- Persistent and Nagarro form an ideal strategic duo, combining Persistent’s leadership in AI-driven engineering, its scale in North America and the strength of its partnerships with Nagarro’s European business, its complementary business lines, its expertise in AI, as well as its capabilities in enterprise resource planning (ERP) and customer experience, to create an AI-driven engineering giant worth approximately 2.9 billion dollars, with more than 46,000 employees in more than 40 countries
- The offer is subject to a minimum acceptance threshold of 50% plus one share of all Nagarro shares outstanding; the launch of the offer will take place after the approval of the offer document by the German Federal Financial Supervisory Authority (BaFin)
- Persistent does not intend to enter into any control agreement and/or profit and loss transfer agreement for a period of two years from the closing of the transaction.
- In agreement with the Nagarro Board of Directors, Persistent intends to proceed with the withdrawal of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as possible and legally feasible.
1: excluding own shares
,/PRNewswire/ —
Summary of current events
Galaxy Germany Holding SE (hereinafter referred to as “theOfferor» ), a direct subsidiary wholly owned by Persistent Systems Limited (hereinafter jointly referred to as “Persistent“), today announced a voluntary tender offer for all of the outstanding shares of Nagarro SE (“Nagarro») (l’«Offer“) for a cash consideration of 81 euros per share (the “Offer price“). This offer follows the signing of a business combination agreement (“BCA “) between the offeror, Persistent and Nagarro. Nagarro’s board of directors and supervisory board support the transaction and intend to recommend that Nagarro shareholders accept the offer, subject to their review of the offer document.
The Offeror has also entered into a fully binding share purchase agreement with Lantano Beteiligungen GmbH (“Lantano“), the investment vehicle of the main shareholder of Nagarro, under which Lantano has undertaken to transfer its entire stake of approximately 21% in Nagarro (excluding treasury shares) to the Offeror at the Offer Price. The share purchase agreement was signed on the date hereof subject to customary regulatory authorizations.
Furthermore, the members of the Nagarro board of directors have expressed their intention to accept the offer and participate in it.
The proposed merger aims to create a large, globally diversified, AI-driven digital engineering and business modernization player with a significant presence in North America and Europe, as well as significant exposure to the rest of the world. The merged group between Persistent and Nagarro would be better able to support multi-regional businesses that require integrated capabilities in AI, engineering, ERP/customer experience, data and cloud, whether through local or international delivery models.
Statement from Dr. Anand Deshpande, Founder, Chairman and CEO of Persistent Systems
: “At Persistent, we have always believed that great companies are built over decades, not a few quarters. These companies are built on talented employees, a strong engineering culture, a desire to innovate and the trust we earn from our customers every day. These principles have guided us since 1990. When we met Nagarro, what struck us was not only the quality of their activity, but also the similarity of our values. We saw the same respect for engineering, the same entrepreneurial spirit, and the same commitment to building lasting relationships with customers. These common foundations give us confidence that together we can build something even stronger. Artificial intelligence is transforming our industry at an unprecedented pace. The companies that will succeed are those that can combine deep technical expertise with a global presence, while continuing to attract, train and motivate exceptional talent. Together, Persistent and Nagarro will be able to better help our customers adapt to this new era, provide more opportunities for our teams and build an organization that will endure for many years to come.”
Statement from Sandeep Kalra, Executive Director and CEO of Persistent Systems
: “The next wave of business transformation will be marked by AI, technical excellence and a global dimension. The combination of Nagarro and Persistent represents a milestone in our journey to become a global leader in engineering-focused technology services. Nagarro is an ideal strategic and cultural partner for Persistent, thanks to shared values, complementary skills and a shared commitment to customer success. This alliance strengthens our position in Europe, expands our presence in North America and allows us to better support our clients in accelerating their AI and digital transformation projects. Together, we are building one of the industry’s leading companies specializing in digital transformation, driven by AI and guided by engineering, to deliver more opportunities for our customers, our people and all our stakeholders.”
Statement from Manas Human, Co-Founder and CEO of Nagarro
: “Both Nagarro and Persistent came from nothing to become true heavyweights in the technology sector, with highly qualified staff and strong relationships with their customers. Today, with the AI revolution, we are entering an era favorable to companies like ours, which have already integrated digital, data and AI into their DNA. This is a time full of opportunity, but it also takes scale and power to take full advantage of it. By joining forces with Persistent and Nagarro, we will be able to deliver the complex intelligence transformation programs that our customers increasingly demand – at scale, across industries, and around the world. I am delighted, because I am convinced that this alliance constitutes a major step forward, as much for the customers as for the shareholders and employees of the two companies.”
Statement by Christian Bacherl, Chairman of the Supervisory Board of Nagarro
: “Nagarro has developed over the decades thanks to exceptional people. With Persistent, we have found a partner who shares our values and beliefs, and whose strengths complement ours: a company with real AI and engineering skills, the scale to realize Nagarro’s ambitions, and a management culture that inspires confidence. The offer price represents a significant premium to the current stock price, which is a fair reflection of Nagarro’s value. The Supervisory Board supports this transaction with the greatest conviction and will recommend acceptance of the offer, subject to a review of the offer document.”
An attractive offer for all stakeholders
Persistent and Nagarro share the belief that being at the forefront of AI-driven digital engineering in the next decade requires a whole new level of capabilities and local presence – and it is precisely this combination that helps accelerate this process, bringing together in one operation what would have otherwise taken decades to come together organically.
- An attractive bonus. The offer price of 81 euros per share represents a very attractive premium of approximately 140% compared to the uninfluenced closing price of June 25, 2026, and approximately 94% compared to the volume-weighted average price over three months. Persistent believes this represents full and fair value for Nagarro shareholders. Furthermore, this operation should result in an increase in earnings per share (EPS) in terms of cash flow for Persistent shareholders from the first year following the transaction.
- A story of growth for employees. These two businesses are highly complementary, creating a larger and more diversified platform with better growth prospects. Employees from both parties will benefit from broader career prospects, deeper immersion in cutting-edge technologies, an international customer base and participation in large-scale transformation programs. Persistent is based on a corporate culture that values its employees. The numerous distinctions she has won demonstrate the importance she places on creating a pleasant working environment. This alliance is entirely focused on growth. Accordingly, the BCA reflects a strong commitment to personnel matters, operations and management: Persistent does not intend to modify or terminate existing shop floor agreements, collective bargaining agreements or similar agreements. Persistent also reaffirms its commitment to retaining Nagarro’s leadership and culture.
- Better results for customers. Persistent and Nagarro customers will benefit from the combined power of AI-driven engineering platforms and solutions; an expanded network of partnerships with hyperscalers, independent software vendors (ISVs) and cutting-edge laboratories; a large-scale global service delivery infrastructure; deep expertise in business operations, ERP and customer experience (CX); a strong presence in North America and Europe; as well as sectoral expertise. This combined offering provides a single partner with end-to-end capabilities, from defining AI goals to delivering measurable results.
Persistent will finance the transaction through financing committed by Barclays. Once the transaction is finalized, the debt ratio is expected to remain within prudent limits in order to decrease significantly over a two-year period.
An operation based on strategic logic
Persistent, recognized as the fastest growing IT services brand globally in 2026, has built its business on deep technical expertise and a results-driven approach. With more than 27,500 employees spread across 21 countries and 24 consecutive quarters of sequential revenue growth, Persistent has demonstrated its ability to consistently carry out its projects as well as the strength of its relationships with its clients. Last fiscal year’s revenue was approximately $1.7 billion, an increase of 17.4 percent year-on-year. Persistent is regularly recognized for its exemplary corporate governance, which meets the highest international standards for transparency and accountability.
Nagarro brings deep expertise in artificial intelligence and digital engineering across various industries, with revenues of approximately €1 billion for calendar year 2025. Nagarro also maintains strong customer relationships across Europe, including with four of the five largest European automakers. Its skills in digital technologies, ERP and customer experience (CX), implemented in some of the most complex enterprise environments on the continent, as well as its local engineering culture anchored in 40 countries, are the result of several decades of constant presence and excellence.
This association will make it possible to create:
- A global leader in AI-driven digital engineering: annual turnover of approximately $2.9 billion, more than 46,000 employees in more than 40 countries – including more than 37,000 in India, more than 3,500 in North America and more than 3,000 in Europe
- A diversified geographic presence: more than $1.7 billion of activity in North America, supplemented by more than $600 million of activity in Europe; Persistent’s share of European revenue (FY26) would increase from 9% to 22% post-merger, creating a balanced revenue profile for the Persistent Group – Nagarro, with North America accounting for 62% and the rest of the world increasing from 10% to 16%.
- An end-to-end AI offering and stack: Nagarro’s skills in AI, digital transformation, ERP and customer experience complement Persistent’s AI capabilities and comprehensive portfolio of technology platforms.
- A new dimension: This merger significantly expands the total addressable market to over $1.4 trillion, with a large-scale presence (combined revenue over $500 million) in each of the following sectors: banking, financial services and insurance, healthcare and life sciences, as well as technology, media and telecommunications, and strong positions in the industrial (over $400 million) and consumer (over $300 million) sectors.
- A diverse clientele: more than 350 relationships with leading clients, including 4 of the 5 largest European automotive groups, 7 of the 10 largest American and Indian banks, and 8 of the 15 largest companies in the health and life sciences sector.
- Cutting-edge AI capabilities: This alliance further strengthens AI Forward engineering capabilities by combining the AI talent and platforms of both companies to accelerate the implementation of AI-driven transformations at customers.
- An entity based on the strength of two brands: Both of these companies are well-established and leading brands in their industries. Once the operation is finalized, the Persistent – Nagarro group will embody the very essence of both entities, preserving their assets and the confidence they enjoy in the market.
Offer conditions and next steps
The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, including shares acquired under the binding share purchase agreement with Lantano and those that the members of the Nagarro Management Board intend to sell under the Offer. Persistent intends to launch the offering following approval of the offering document by BaFin, with closing expected in the fourth quarter of calendar year 26 or the first quarter of calendar year 27, subject to regulatory approvals and other customary conditions.
Persistent does not intend to enter into any control agreement and/or profit and loss transfer agreement for a period of two years from the closing of the transaction.
This offer is part of a delisting strategy. Following the successful completion of the Offer, Persistent intends to withdraw the Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as possible and legally feasible, in consultation with the Management Board of Nagarro.
The offering document will be drawn up and submitted to the German Federal Financial Supervisory Authority (“BaFin) for review.
Barclays is the exclusive financial advisor, while Hengeler Mueller and Khaitan are legal advisors to Persistent in this transaction. JP Morgan is the exclusive financial advisor and Freshfields is the legal advisor to Nagarro in connection with this transaction.
The company will provide further details on this transaction during a webcast. More information on this will be communicated soon.
Cautionary Note and Forward-Looking Statements
This press release constitutes neither an offer to buy nor a solicitation of an offer to sell Nagarro shares. The final terms of the offer and other relevant provisions will be communicated in the offer document as soon as the German Federal Financial Supervisory Authority (Federal Financial Supervisory Authority) will have authorized the publication of the said document. Investors and holders of Nagarro shares are strongly advised to read the offer document and all other documents relating to the offer when they are published, as they will contain important information. The document relating to the Offer (in German with an English translation for information purposes), containing detailed conditions and other information about the Offer, will be published, after having been approved by the German Federal Financial Supervisory Authority (Federal Financial Supervisory Authority), especially on the Internet.
The Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German law on the acquisition of securities and public tender offers (Securities Acquisition and Takeover Act – WpÜG), as well as certain provisions of United States securities law relating to cross-border tender offers. The Offer will not be made in accordance with legal requirements in jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notification, filing, approval or authorization relating to the Offer has been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of Nagarro shares cannot rely on the protection afforded by investor protection laws in force in any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions that may be granted by the relevant regulatory authorities, no takeover bid will be launched, directly or indirectly, in any jurisdiction where doing so would constitute a violation of applicable law. This press release may not be published or distributed, in whole or in part, in any jurisdiction where the Offer would be prohibited by applicable law.
The Offeror reserves the right, to the extent permitted by law, to directly or indirectly acquire additional shares of Nagarro outside of the Offer, on or off the stock exchange, provided that such acquisitions or agreements to acquire are not made in the United States, are in compliance with applicable German legal provisions, in particular the WpÜG, and that the Offer Price is increased in accordance with the WpÜG, in order to align with any consideration paid outside the Offer if it is higher than the Offer Price. If any such acquisitions take place, information relating thereto, including the number of Nagarro shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay, if and to the extent required by the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The offer will involve shares of a German company admitted to trading, including on the Frankfurt Stock Exchange, and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. Financial information relating to the Offeror and Nagarro appearing elsewhere, including in the offer document, will be prepared in accordance with the provisions in force in the Federal Republic of Germany and will not be prepared in accordance with accounting principles generally accepted in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies in other jurisdictions outside the Federal Republic of Germany. The offer will be launched in the United States in accordance with Section 14(e) of the Exchange Act and Regulation 14E made thereunder, and on the basis of the so-called “Tier II” exemption from certain requirements of the Exchange Act, which exemption allows an offeror to comply with certain substantive and procedural rules of the Exchange Act relating to takeover bids by complying with the legislation or the practice of the national legal system, and exempts the offeror from compliance with certain other rules of the Exchange Act, and, otherwise, in accordance with the requirements of the legislation of the Federal Republic of Germany. U.S. resident shareholders should note that Nagarro is not listed on a U.S. stock exchange, is not subject to periodic requirements under the Exchange Act, and is not required to file reports with the Securities and Exchange Commission (SEC), nor does it do so.
Any contract entered into with the Offeror following acceptance of the intended Offer will be governed exclusively by and construed in accordance with the law of the Federal Republic of Germany. It may be difficult for shareholders resident in the United States (or any other country outside of Germany) to assert certain rights and remedies arising from the Offer under the United States federal securities laws (or other laws of which they are familiar), because the Offeror and Nagarro are located outside the United States (or the jurisdiction in which the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction in which the shareholder resides). the shareholder). It may not be possible to sue a non-U.S. company, its officers or directors in a court outside the United States for violations of U.S. securities laws. It may also be impossible to compel a non-US company or its subsidiaries to comply with the decision of a US court.
To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intends”, “will” and other similar expressions. These statements reflect the intentions, beliefs or current expectations and assumptions of the Offeror and those acting in concert with it. These forward-looking statements are based on current plans, estimates and forecasts made by the Offeror and persons acting in concert with it, to the best of their knowledge, but are not guarantees as to their future accuracy (this applies in particular to circumstances beyond the control of the Offeror or persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Offeror or those acting in concert with it. Consideration should be given to the fact that actual results or consequences in the future could differ materially from those indicated or referred to in the forward-looking statements. It cannot be excluded that the Offeror and persons acting in concert with it may modify their intentions and estimates contained in documents, notifications or the offer file which have not yet been published, after the publication of these documents, notifications or the offer file.
About Persistent
Persistent Systems (BSE: 533179) (NSE: PERSISTENT) is a global services and solutions company providing AI-driven, platform-based digital engineering and modernization services to businesses across all industries. With more than 27,500 employees across 21 countries, the company is committed to innovation and customer satisfaction. Persistent provides a full range of services, including software engineering, product development, data and analytics, customer experience transformation, cloud computing and intelligent automation. The company is part of the MSCI India Index and is included in major National Stock Exchange of India indices such as the Nifty Midcap50, Nifty IT, and Nifty MidCap Liquid15, as well as several Bombay Stock Exchange indices such as the S&P BSE100 and the S&P BSE SENSEX Next50. Persistent is also included in the Dow Jones Best-in-Class World Index. The company has achieved carbon neutrality, solidifying its commitment to sustainable development and responsible business practices. Newsweek and PlantA Insights Group have also named Persistent one of America’s Best Workplaces for Inclusion and Diversity in 2025. A signatory to the United Nations Global Compact, the company is committed to aligning its strategies and operations with universal principles on human rights, labor, the environment and anti-corruption, as well as taking actions that promote the achievement of societal goals. With 468% growth in brand value since 2020, Persistent is the fastest growing IT services brand in the 2025 Brand Finance India100 report.
www.persistent.com
About Nagarro
Nagarro, a global leader in AI-driven engineering and transformation, helps clients become agile, innovative, AI-driven businesses and win in their markets. The company stands out for its entrepreneurial, flexible and global approach, its caring mindset (CARING) and its vision of fluid intelligence. Nagarro employs approximately 18,500 people in 40 countries. For more information, please visit www.nagarro.com.
Forward-looking statements and cautionary statements
To learn more about the risks and uncertainties relating to forward-looking statements, please visit persistent.com/FLCS
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