Delhi,Aug 14: The Management Board and the Supervisory Board of Nagarro SE published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act on the voluntary public takeover offer of Galaxy Germany Holding SE . The Bidder is a company directly controlled by Persistent Systems Limited, a publicly listed company based in India .
After having independently and carefully reviewed and evaluated the offer document published by the Bidder, both the Management Board and the Supervisory Board recommend all Nagarro shareholders to accept the public takeover offer.
Both welcome the economic and strategic intentions of the Bidder as laid out in the offer document, in which the Bidder reiterated its intention to support and further develop Nagarro’s current business strategy, to work with the existing Management Board for the success of the combined group and the intention to support the existing workforce of Nagarro Group as well as the underlined highest respect for the achievements of the employees of Nagarro Group to date. The intended measures and objectives have already been largely agreed in the Business Combination Agreement concluded on 26 June 2026, which defines a common framework for the future cooperation in detail.
The Management Board and the Supervisory Board of Nagarro SE consider the offer price of EUR 81.00 per Nagarro share to be adequate and fair. The offer price allows shareholders to secure immediately and upfront a significant share of the targeted long-term value creation, without having to bear the execution risks and related temporary effects.
The offer price of EUR 81.00 per share represents a premium of approximately 140 percent to the Xetra stock exchange price of Nagarro of EUR 33.74 on 25 June 2026, a premium of approximately 93 percent to the three-month volume-weighted average stock exchange price and a premium of approximately 112 percent to the one-month volume-weighted average stock exchange price, in both cases prior to and including 25 June 2026. In addition, the offer price exceeds the median of the target price expectations by research analysts of EUR 72.00 by approximately 12.5 percent and includes a premium of EUR 9.00.
“The Management Board continues to expressly support the envisaged strategic partnership with Persistent to accelerate our business, generate growth momentum, and advance the transformation of Nagarro. The submitted offer is in the best interest of our stakeholders and the offer price of EUR 81.00 per share represents an attractive premium for our shareholders, to whom we recommend acceptance,” says Manas Human, Co-Founder and CEO of Nagarro SE.
“After thorough review of the economic and strategic benefits, we believe this offer represents a great opportunity for Nagarro and its shareholders. As financially adequate, the offer reflects the value and potential of the Company,” adds Christian Bacherl, Chairperson of the Supervisory Board of Nagarro SE.
The acceptance period commenced with the publication of the offer document on 6 August 2026 and ends on 17 September 2026 at 24:00 hrs . Nagarro shareholders may accept the public takeover offer of the Bidder via their respective custodian bank. Shareholders are advised to contact their respective custodian bank or other custodian investment service provider to tender their shares. The offer document and further information are available at www.galaxy-offer.com.
The offer is subject to various offer conditions. These include, inter alia, a minimum acceptance threshold of 50 percent plus one share of the relevant Nagarro shares, merger control clearances and foreign direct investment approvals in several jurisdictions and a clearance under Indian FEMA law by the Reserve Bank of India. Closing of the offer is anticipated in Q4 calendar year 2026 or Q1 calendar year 2027.
The offer forms part of a taking private strategy and post-settlement, the Bidder intends to pursue a delisting of the Nagarro shares from the regulated market of the Frankfurt Stock Exchange as soon as legally and practically possible. The Management Board of Nagarro has expressed in the Business Combination Agreement, subject to its fiduciary duties, to support a delisting if so requested by the Bidder in the future. The Bidder has undertaken vis-à-vis Nagarro not to enter into a domination and/or profit and loss transfer agreement for at least two years after closing.
The Bidder and the persons acting jointly with the Bidder have already secured approximately 20 percent of the shares in Nagarro through a binding agreement with Lantano Beteiligungen GmbH, the investment vehicle of the largest shareholder of Nagarro.
Copies of the joint reasoned statement of the Management Board and the Supervisory Board of Nagarro SE are also available free of charge from Nagarro SE, Investor Relations, Baierbrunner Straße 15, 81379 Munich, Germany . The joint reasoned statement and, if applicable, any amendments hereto as well as any additional statements on possible amendments to the takeover offer will be published in German and as a non-binding English translation on the internet at https://www.nagarro.com/en/investor-relations/voluntary-public-takeover-offer-by-persistent. Only the German version is authoritative.
For the assessment of the takeover offer, only the joint reasoned statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the joint reasoned statement.
J.P. Morgan is serving as sole joint financial advisor to the Management Board and Supervisory Board of Nagarro, Freshfields is serving as sole joint legal advisor.
