Freshfields advises Nagarro on business combination agreement with Persistent Systems and the public takeover offer

Global law firm Freshfields advises the TecDAX and SDAX listed Nagarro SE, a global leader in AI-led digital engineering, on the signing of a business combination agreement with the Indian listed technology services company Persistent Systems Limited. Freshfields also advises Nagarro comprehensively in connection with the voluntary public takeover offer by Persistent’s subsidiary Galaxy Germany Holding SE (the Bidder) to all Nagarro shareholders. The combination of Persistent and Nagarro is intended to create a perfect strategic fit, combining Persistent’s AI-led engineering leadership, North American scale and partnership depth with Nagarro’s European business, complementary verticals, AI expertise, and ERP and CX delivery.

The Bidder, that is listed on the Bombay Stock Exchange and the National Stock Exchange of India, intends to launch a voluntary public takeover offer against cash consideration under the German Securities Acquisition and Takeover Act (WpÜG) for all outstanding Nagarro shares in the amount of €81.00 in cash per Nagarro share. This represents a premium of approx. 94% to the volume-weighted Xetra average price of the Nagarro share over the past three months as of (including) 25 June 2026 and a premium of approx. 140% to the undisturbed closing price on 25 June 2026. Based on the cash consideration, the public takeover offer is valued at approx. €1.05bn, with an enterprise valuation of approx. €1.36bn. The proposed combination would create a global leader in AI-led digital engineering with a revenue run-rate of approximately  $2.9bn and more than 46,000 employees across 40+ countries.

Freshfields advises Nagarro on all corporate, capital markets and regulatory law aspects of this landmark transaction for the AI industry. Freshfields also advises members of the Management Board of Nagarro on all corporate and capital markets law topics who intend to tender their privately held blocks of shares into the public takeover offer. The public takeover offer will be subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, inclusive of shares at approx. 20% acquired under the share purchase agreement with Lantano Beteiligungen GmbH, the investment vehicle of the largest shareholder of Nagarro. Closing is anticipated in Q4 2026 / Q1 2027, subject to regulatory approvals and other customary conditions.

Nagarro’s Management Board and Supervisory Board both support the transaction and, subject to a review of the offer document to be published by the Bidder, intend to recommend acceptance of the offer to shareholders in their joint reasoned statement (gemeinsame begründete Stellungnahme) pursuant to Section 27 WpÜG. Freshfields will also advise the Nagarro boards on such joint reasoned statement.

The Freshfields team is led by Partner Christoph H. Seibt, supported by Principal Associate Jean Mohamed (both Corporate/M&A and Capital Markets, Hamburg).

The Freshfields team further comprises Associates Jan-Willem Koldehofe, Alexandra Harf, Felix Schüßler (all Corporate/M&A and Capital Markets, Hamburg), Partner Dominic Divivier (Düsseldorf), Uwe Salaschek, Principal Associate Malte Symann, Associate Philipp Dimas (all Antitrust, Berlin), Partner Judith Römer and Associate Severin Pretzel (Employment Law, Hamburg), Counsel Philipp Roos, Associate Vincent Fischer (both Data Protection, Düsseldorf), Partner Robin Helmke, Associate Judith Bremer (both Finance, Frankfurt).

In-house legal advice on the public takeover transaction is provided by Alexander Gebert (Director Group Legal & Compliance) and Anne Kurschewitz (Corporate Legal Counsel).

Teams led by Partner Christoph H. Seibt have advised Nagarro in the past five years on certain M&A projects as well as corporate and capital markets law matters, including advising on strategic shareholder value options.