Persistent Systems Acquires 83.25% Stake in Nagarro and Extends Offer Window

Persistent Systems has secured an aggregate 83.25% holding in German IT company Nagarro SE, crossing the minimum acceptance threshold required for its voluntary public takeover offer. 

The initial acceptance period ended at midnight Central European Summer Time on September 17, with shareholders tendering 7,568,145 Nagarro shares. These shares represent around 61.15% of Nagarro’s total share capital and voting rights, excluding treasury shares. 

Persistent had separately secured approximately 22.10% of Nagarro through a share purchase agreement with Lantano Beteiligungen GmbH. Together, the two components take its aggregate holding to 83.25%. 

The takeover offer required Persistent to secure more than 50% plus one share. That condition has now been met. 

Persistent crosses takeover threshold 

The shares tendered during the initial acceptance period account for the larger part of Persistent’s holding in Nagarro. 

With 7.57 million shares tendered during the first window and another 22.10% secured through its agreement with Lantano Beteiligungen GmbH, Persistent has moved well past the threshold stipulated for the offer. 

The transaction brings Persistent closer to taking control of Nagarro, although the deal has not yet completed. A limited number of regulatory approvals remain outstanding. 

Persistent expects the transaction to close by the end of the first quarter of calendar year 2027. 

Additional offer window runs until October 6 

Nagarro shareholders who did not tender their shares during the initial acceptance period will have another opportunity to participate. 

Under German takeover law, an additional two-week acceptance period begins on September 23 and will remain open until October 6, 2026. 

Shareholders tendering their shares during this period will receive the same cash consideration of €81 per share offered during the initial window. 

Persistent will disclose the final number of tendered shares after the additional acceptance period closes. Its ultimate holding in Nagarro could therefore change from the currently disclosed 83.25%. 

Persistent plans Nagarro delisting 

Persistent also intends to delist Nagarro from the Prime Standard segment of the Frankfurt Stock Exchange once the transaction is legally permitted to proceed. 

Under the Business Combination Agreement between the companies, Nagarro’s management board has agreed to support the proposed delisting, subject to its fiduciary duties. 

A delisting would also result in Nagarro leaving Germany’s SDAX index and is expected to reduce liquidity in the company’s shares. 

The transaction forms part of Persistent’s plan to combine its operations with Nagarro and expand its presence in AI-led digital engineering. 

Persistent Systems shares fall 1.62% 

While the takeover crossed an important procedural milestone, Persistent Systems shares were trading lower on September 23. 

The stock was down 1.62% on an intraday basis. It had declined 7.27% over the preceding month, while its one-year movement remained positive at 0.75%. 

The next stage of the Nagarro transaction now centres on the additional acceptance window and the remaining regulatory approvals. 

Once the second acceptance period closes on October 6, Persistent will disclose the final tender numbers, providing a clearer picture of its eventual ownership in Nagarro ahead of the proposed transaction closing in early 2027.