The all-cash offer values Nagarro at a roughly 140% premium to its undisturbed June 25, 2026 close and comes with plans to seek a Frankfurt delisting after closing.
Persistent Systems said its wholly owned subsidiary Galaxy Germany Holding SE plans a voluntary public takeover offer for all outstanding Nagarro SE shares at EUR 81 in cash per share, after signing a Business Combination Agreement with Nagarro. Nagarro's Management and Supervisory Board support the transaction and intend to recommend acceptance, subject to review of the offer document. Persistent has also secured a binding agreement with Lantano Beteiligungen GmbH, the investment vehicle of Nagarro's largest shareholder, to acquire its approximately 21% stake, excluding treasury shares, at the same offer price, subject to customary regulatory approvals. Members of Nagarro's Management Board have declared their intention to tender their holdings as well. The companies said the combination would create an AI-led digital engineering and enterprise modernization group with about USD 2.9 billion in revenue run-rate and more than 46,000 employees across 40-plus countries. Persistent said the offer represents a premium of about 140% to Nagarro's undisturbed closing price on June 25, 2026, and about 94% to its three-month volume-weighted average price (average price weighted by trading volume). The offer requires acceptance of 50% plus one share of all outstanding Nagarro shares and is expected to launch after BaFin (German financial supervisor) approves the offer document, with closing anticipated in Q4 CY26 or Q1 CY27. Persistent said it does not intend to enter into a domination and/or profit and loss transfer agreement, or DPLTA (German control and profit transfer pact), for two years after closing, and plans to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible, in alignment with Nagarro's Management Board. Barclays is acting as sole financial advisor to Persistent, while J.P. Morgan is sole financial advisor to Nagarro.