(See the Nagarro Pulse 2.0 profile here)
Nagarro’s Management Board and Supervisory Board have recommended that shareholders accept Persistent Systems’ €81-per-share voluntary public takeover offer after concluding that the cash price is financially adequate and strategically attractive. The offer is being made through Galaxy Germany Holding SE, a company directly controlled by India-based Persistent Systems. Nagarro’s boards issued their recommendation after independently reviewing the bidder’s formal offer document.
The €81 cash price represents an approximately 140% premium to Nagarro’s €33.74 Xetra closing price on June 25, 2026, the final trading day before the takeover was announced.
It also represents an approximately 93% premium to Nagarro’s three-month volume-weighted average share price and approximately 112% to its one-month volume-weighted average price through June 25.
The offer is also approximately 12.5% above the €72 median target price among research analysts cited by Nagarro.
Management believes the transaction gives shareholders an opportunity to realize a substantial portion of the company’s targeted longer-term value immediately without bearing execution risks associated with achieving that value independently.
Nagarro and Persistent previously signed a Business Combination Agreement on June 26 setting out a framework for their planned cooperation.
Persistent has indicated that it plans to support Nagarro’s existing business strategy and work with the current Management Board.
The bidder has also expressed support for Nagarro’s workforce and the company’s existing operating organization.
Nagarro is an AI-native engineering and transformation company with approximately 18,700 employees across 39 countries.
Management views Persistent as a strategic partner that could help accelerate growth and Nagarro’s broader transformation.
The tender period began on August 6 and is scheduled to remain open until September 17, 2026.
Completion is subject to several conditions.
These include a minimum acceptance threshold of 50% plus one Nagarro share, required merger control clearances, foreign direct investment approvals across several jurisdictions and clearance under Indian foreign exchange law from the Reserve Bank of India.
The transaction is expected to close during the fourth quarter of 2026 or first quarter of 2027.
Persistent and parties acting jointly with the bidder have already secured approximately 20% of Nagarro’s shares through a binding agreement with Lantano Beteiligungen, the investment vehicle of Nagarro’s largest shareholder.
The acquisition is intended to form part of a broader take-private strategy.
After settlement, Persistent plans to pursue the delisting of Nagarro shares from the Prime Standard of the Frankfurt Stock Exchange as soon as legally and practically possible.
Nagarro’s Management Board has agreed, subject to its fiduciary duties, to support a delisting if requested.
Persistent has also agreed not to enter into a domination or profit-and-loss transfer agreement with Nagarro for at least two years following closing.
J.P. Morgan is serving as financial advisor to Nagarro’s Management Board and Supervisory Board, while Freshfields is serving as legal advisor.
KEY QUOTES:
“The Management Board continues to expressly support the envisaged strategic partnership with Persistent to accelerate our business, generate growth momentum, and advance the transformation of Nagarro. The submitted offer is in the best interest of our stakeholders and the offer price of EUR 81.00 per share represents an attractive premium for our shareholders, to whom we recommend acceptance.”
Manas Human, Co-Founder and CEO of Nagarro
“After thorough review of the economic and strategic benefits, we believe this offer represents a great opportunity for Nagarro and its shareholders. As financially adequate, the offer reflects the value and potential of the Company.”
Christian Bacherl, Chairperson of the Supervisory Board of Nagarro
