Persistent Systems has announced that its voluntary public takeover offer for Nagarro SE has exceeded the required acceptance threshold, with approximately 83.25% of Nagarro’s share capital and voting rights secured through tendered shares and an existing purchase agreement. The offer, conducted through Persistent’s wholly owned subsidiary Galaxy Germany Holding SE, provides shareholders with €81 in cash per share. An additional acceptance period runs from September 23 through October 6, 2026, with the transaction expected to close by the end of the first quarter of calendar year 2027, subject to outstanding regulatory approvals.
The initial acceptance period expired at midnight Central European Summer Time on September 17, 2026.
During that period, Nagarro shareholders tendered 7,568,145 shares, representing approximately 61.15% of the company’s total share capital and voting rights, excluding treasury shares.
Persistent had already secured an additional 22.10% stake through a share purchase agreement with Lantano Beteiligungen GmbH.
Together, the tendered shares and the stake secured through the Lantano agreement represent approximately 83.25% of Nagarro’s outstanding share capital and voting rights.
The result exceeds the 50%-plus-one-share minimum acceptance threshold required under the offer terms.
The successful initial acceptance period represents an important milestone in Persistent’s proposed acquisition of Nagarro and its strategy of combining the two businesses.
Persistent is pursuing the transaction to create a larger global digital engineering and technology services organization with expanded capabilities in artificial intelligence.
The acquisition would bring together the companies’ respective customer relationships, technology expertise, and international delivery operations.
The transaction is being conducted under Germany’s Securities Acquisition and Takeover Act, which provides an additional acceptance period for shareholders who did not tender during the initial phase.
Under those provisions, remaining Nagarro shareholders may accept the offer at the existing €81-per-share cash consideration through midnight Central European Summer Time on October 6, 2026.
Persistent will announce the final number of shares tendered after the additional acceptance period expires.
The company also intends to pursue a delisting of Nagarro’s shares from the Frankfurt Stock Exchange after completing the takeover.
Persistent plans to terminate Nagarro’s admission to trading on the regulated Prime Standard market and, where legally feasible, end trading on the open markets of other stock exchanges.
The delisting forms part of the company’s broader strategy of taking Nagarro private following the acquisition.
If completed, the termination of Nagarro’s regulated market listing would result in the company being removed from Germany’s SDAX index.
A delisting would also reduce the liquidity available to any shareholders who continue holding Nagarro shares after the transaction.
Under the existing business combination agreement, Nagarro’s Management Board has indicated its willingness to support the proposed delisting, subject to its fiduciary duties.
Persistent expects to pursue the delisting as soon as practicable and legally permissible after the acquisition closes.
Although the minimum acceptance threshold has been exceeded, completion remains subject to a limited number of outstanding regulatory approvals.
Persistent currently expects the transaction to close by the end of the first quarter of calendar year 2027.
The company has made the official offer document and a nonbinding English translation available through the dedicated takeover website.
The additional acceptance period gives remaining Nagarro shareholders another opportunity to participate in the offer before Persistent proceeds with the remaining steps necessary to complete the transaction.
KEY QUOTES:
“We have offered Nagarro shareholders an attractive opportunity to realize full and immediate value. The success of the offer confirms its appeal and the strategic logic behind combining Persistent and Nagarro. We now look forward to completing the remaining steps toward closing, so we may start building the global AI-led digital engineering leader we envisioned together.”
Sandeep Kalra, CEO and Executive Director of Persistent Systems Limited
