Persistent Systems inks Business Combination Agreement with Nagarro

Galaxy Germany, a wholly-owned direct subsidiary of Persistent Systems (together “Persistent”), announced a voluntary public takeover offer for all outstanding shares in Nagarro SE (“Nagarro”) at a cash consideration of EUR 81 per share (the “Offer Price”). The Offer follows the signing of a Business Combination Agreement (“BCA“) between the Bidder, Persistent and Nagarro.

Nagarro’s Management and Supervisory Board support the transaction and intend to recommend acceptance of the Offer to Nagarro shareholders, subject to their review of the offer document.

The Bidder has also entered into a fully binding share purchase agreement with Lantano Beteiligungen GmbH (“Lantano”), the investment vehicle of the largest shareholder of Nagarro, under which Lantano has agreed to sell its entire approximately 21% stake in Nagarro (excluding treasury shares) to the Bidder at the Offer Price. The share purchase agreement has been signed on the date hereof and is subject to customary regulatory approvals.

In addition, members of Nagarro’s Management Board have declared their intention to accept the Offer and tender their shareholding into the Offer.

The proposed combination is designed to create a scaled, globally diversified AI-led digital engineering and enterprise modernization powerhouse with at-scale presence in North America and Europe and meaningful Rest of the World exposure. The combined Persistent – Nagarro group would be better positioned to support multi-region enterprise clients requiring integrated AI, engineering, ERP / CX, data and cloud capabilities across local and global delivery models.

Dr. Anand Deshpande, Founder, Chairman and Managing Director, Persistent Systems said, "At Persistent, we have always believed that great companies are built over decades, not quarters. They are built by talented people, a strong engineering culture, a willingness to innovate, and by earning clients' trust every single day. Those principles have guided us since 1990. When we got to know Nagarro, what stood out was not just the quality of their business, but the similarity of their values. We saw the same respect for engineering, the same entrepreneurial spirit, and the same commitment to building lasting client relationships. That shared foundation gives us confidence that together we can create something even stronger. AI is reshaping our industry at an unprecedented pace. Success will belong to companies that combine deep technical capability with global reach, while continuing to attract, develop and inspire exceptional people. Together, Persistent and Nagarro will be better positioned to help our clients navigate this new era, create greater opportunities for our teams, and build an organisation that will endure for many years to come."

Manas Human, Co-Founder and CEO, Nagarro said, "Both Nagarro and Persistent have grown from humble beginnings into strong technology powerhouses with high-quality people and deep client relationships. Now, with the AI revolution, we are entering an era that will reward companies like ours that already have a digital-, data- and AI-DNA. It’s a moment of great opportunity, but it also needs scale and power to make the most of it. With the combined strengths of Persistent and Nagarro, we’ll be able to deliver the complex intelligence transformation programs that our clients are increasingly demanding – at scale, across industries, and across the world. I am excited because I believe that joining forces is a compelling step forward– for the clients, shareholders, and colleagues in both companies."