Management and Supervisory Boards of Nagarro Recommend Acceptance of Persistent's Offer

Nagarro's Boards Recommend Acceptance of Persistent's Offer

The Management Board and Supervisory Board of Nagarro SE have formally announced their collective endorsement of the voluntary public takeover proposal made by Persistent Systems through Galaxy Germany Holding SE. This significant development is marked by their joint reasoned statement published pursuant to the German Securities Acquisition and Takeover Act (WpÜG).

In this statement, the Nagarro boards have emphasized the economic and strategic merits of the takeover offer, which positions itself as a pivotal opportunity for the company and its shareholders. They openly urge all Nagarro stakeholders to accept the offer, as they believe it stands to enhance Nagarro’s position in the ever-evolving technology sector.

Offer Details

The offer stipulates a price of EUR 81.00 per share, a figure the boards deem appropriate and fair. This valuation equates to a 140% premium over the last recorded stock price before the announcement, which aligns with the positive market sentiment regarding Nagarro’s future trajectory. The offer not only rewards current investors handsomely but also showcases the potential for long-term growth under the guidance of Persistent.

Management emphasized that this acquisition does not merely promise immediate financial benefits; it also serves to ensure the ongoing development of Nagarro's business strategies in tandem with already established personnel and workforce. By collaborating with its existing management team, Persistent plans to further drive Nagarro's growth and success.

A Strategic Partnership

The boards are particularly enthusiastic about the strategic partnership that could emerge from this transaction. Persistent’s affirmation to uphold Nagarro's current operational strategies and its commitment to the workforce have led the boards to confidently recommend acceptance of the proposal. This cooperative approach positions both entities well for a successful merger, promising to leverage the strengths of each organization.

The business combination agreement, ratified on June 26, 2026, serves as a foundation for future collaboration, enabling both parties to create a seamless integration plan that prioritizes Nagarro's innovation-driven ethos.

Shareholder Advisory

Nagarro shareholders are encouraged to reflect on the offer’s benefits, particularly noting the attractiveness of securing a substantial return without needing to engage with market volatility or operational risks that typically accompany the execution of business strategies. The acceptance window, which commenced with the release of the offer document on August 6, 2026, extends until September 17, 2026, allowing shareholders ample time to decide.

As part of the deal's conditions, a minimum acceptance threshold of over 50% plus one share is required, alongside conformity to various regulatory standards. This approach ensures that the consolidation of efforts between Nagarro and Persistent is grounded in mandatory legal frameworks, promoting transparency and security for all stakeholders involved.

Future Prospects and Delisting Intentions

The eventual goal of the Bidder appears to be aligned with a strategy to take Nagarro private. Drafted intentions include the potential delisting of Nagarro from the Frankfurt Stock Exchange, following a successful transition period post-acquisition. This move is believed to facilitate more agile decision-making, free from the pressures of public trading.

Nagarro's Management Board has expressed willingness to support this transition, commensurate with their fiduciary obligations towards their stakeholders, should it align with the best interests of the company in the future.

In conclusion, Nagarro's Management and Supervisory Boards firmly believe that accepting Persistent's offer presents an advantageous course of action that promises not only immediate financial rewards for shareholders but also strategic alignment that could propel the company's long-term objectives. The upcoming months are pivotal for all parties as they navigate this transformative opportunity in the technology landscape.