PSI Software, a global provider of energy and industrial software, entered into an investment agreement with Zest BidCo GmbH, a holding company controlled by Warburg Pincus. This strategic partnership aims to support the long-term growth trajectory of PSI, positioning it for further success in the evolving software market.
In connection with this partnership, Warburg Pincus has unveiled its intention to make a voluntary public takeover offer for all outstanding shares of PSI. The bidder has announced a cash consideration of €45 per share, valuing the deal at over €700 million. The offer price presents an attractive premium of 84% compared to the closing share price on October 8, 2025, and 63% above the three-month volume-weighted average share price preceding the announcement.
As part of this deal, Warburg Pincus has secured share purchase agreements and irrevocable commitments from key anchor shareholders, representing approximately 28.5% of PSI’s total share capital. Notably, E.ON Verwaltungs GmbH, the second-largest shareholder and a crucial customer of PSI, will maintain its current shareholding of 17.77% and has chosen not to tender its shares. Additionally, E.ON has entered into a framework agreement with Warburg Pincus to govern their ongoing relationship and collaboration with PSI’s management team.
Warburg Pincus’s investment is designed to bolster PSI’s ongoing development and implementation of its business strategy. This includes strengthening PSI’s position as a leading provider of grid software through its innovative “Control System of the Future.” The investment firm is committed to accelerating growth initiatives, focusing on expanding PSI’s presence in the Americas, Europe, and Asia, as well as enhancing internal efficiency via process standardization and digitalization.
To facilitate this growth, Warburg Pincus has pledged financial resources for organic expansion and potential mergers and acquisitions.
This strategic funding aims to position PSI at the forefront of development within the energy and industrial software sectors. With significant experience in software and energy investments, Warburg Pincus is well-equipped to guide PSI through its growth journey while ensuring the stability of the existing management team and preserving employee positions.
The agreement reached between the parties includes a commitment not to establish a domination and profit and loss transfer agreement for two years post-transaction. Additionally, Warburg Pincus is considering the delisting of PSI shares following the offer’s closure, with PSI indicating its intent to support this move, contingent upon management’s fiduciary responsibilities.
The deal is fully funded through a mix of equity and debt financing, setting the stage for PSI’s continued evolution in a competitive market. With closing anticipated in the first half of 2026, the deal is subject to a minimum acceptance threshold of 50 percent plus one share, while regulatory approvals remain a necessary condition for completion.
Advisors: Goldman Sachs Bank Europe SE is acting as financial advisor, and Linklaters is acting as legal advisor to PSI Software SE. JP Morgan is acting as financial adviso,r and Kirkland & Ellis is acting as legal advisor to Warburg Pincus.
KEY QUOTES:
“Building on decades of experience and a strong European foundation, PSI is transforming into a high-performance software company focused on Software-as-a-Service (SaaS), cloud-native solutions and Industrial AI. Global trends such as decarbonization, electrification, automation and digitalization, as well as the increasing complexity of industrial systems are creating powerful momentum for software-driven innovation. Partnering with Warburg Pincus provides the experience, financial strength, and operational backing needed to accelerate the execution of our growth strategy. Together we can realize our ambition to establish PSI as a global powerhouse in energy and industrial software.”
Robert Klaffus, Chief Executive Officer (CEO) of PSI
“We are delighted to partner with PSI to further strengthen its position as a leading global energy and industrial technology platform. With our deep experience in software and energy, as well as a strong track record in take-private transactions, we believe Warburg Pincus is the right partner to support the next phase of PSI’s growth.”
Max Fowinkel, Managing Director and Head of Europe Technology, and Ryan Dalton, Managing Director, Warburg Pincus
