Persistent Systems and Nagarro SE have entered into a Business Combination Agreement to create the Persistent-Nagarro Group, an AI-driven digital engineering powerhouse. The deal involves a voluntary public takeover offer at EUR 81.00 per share — an all-cash offer representing a premium of approximately 140% to the undisturbed closing price on June 25, 2026, and about 94% to the three-month volume-weighted average price. The combined entity is expected to generate revenue of approximately USD 2.9 billion and employ over 46,000 professionals across 40+ countries.

Transaction Structure

Galaxy Germany Holding SE, a wholly-owned direct subsidiary of Persistent Systems, will serve as the bidder for the transaction. Concurrently, Persistent has entered into a binding share purchase agreement with Lantano Beteiligungen GmbH, the largest shareholder of Nagarro, to acquire its approximately 21% stake at the offer price. The transaction is subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares and is expected to close in Q4 CY2026 or Q1 CY2027, pending approval by the German Federal Financial Supervisory Authority (BaFin).

The following table outlines the key transaction parameters:

Board Support and Post-Closing Plans

Nagarro's Management and Supervisory Boards support the transaction and intend to recommend acceptance of the offer to shareholders. Members of Nagarro's Management Board have also declared their intention to accept the offer and tender their shareholding. Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable following the completion of the offer. The company does not intend to enter into a domination and/or profit and loss transfer agreement for two years after closing.

Strategic and Financial Rationale

The Persistent-Nagarro Group will combine Persistent's AI-led engineering leadership and North American scale with Nagarro's European presence and complementary verticals. Nagarro reported a total revenue of EUR 1 billion in CY25, with deep roots in industrial, consumer, TMT, and BFSI verticals. Persistent reported revenue of approximately USD 1.7 billion in the last fiscal year, representing 17.4% year-on-year growth. The combination is expected to enhance the Total Addressable Market to over USD 1,400 billion.

Key Financial Details of Nagarro SE

Advisors

Barclays is acting as the sole financial advisor, while Hengeler Mueller and Khaitan are legal advisors to Persistent Systems. J.P. Morgan is the sole financial advisor and Freshfields is the legal advisor to Nagarro.

Persistent Systems has secured a significant long-term strategic services agreement worth over $650M from a global technology leader headquartered in the United States. The deal, spanning six and a half years, is aimed at expanding the company's presence across North America, Europe, and Asia Pacific while strengthening its business capabilities through end-to-end cloud service operations.

Under the terms of the engagement, Persistent Systems will leverage its domain expertise and advanced AI-driven platforms to deliver customized solutions for enterprise software and cloud services. The agreement encompasses product development, SRE-led operations, production support, and ongoing operational management of a portfolio of enterprise software products. This arrangement is expected to facilitate the adoption of emerging technologies and enhance value creation for the client.

The company confirmed that the agreement falls within the ordinary course of business and does not constitute a related party transaction. None of the promoters, promoter group, or group companies hold any interest in the entity awarding the contract. The identity of the client remains undisclosed due to confidentiality obligations.

Key Contract Details

The following table outlines the specific financial and operational parameters of the agreement:

The strategic benefits of this partnership include access to the company's new and evolving offerings, enabling both parties to derive long-term value. The filing was submitted to the exchanges as part of the company's corporate governance practices.