Persistent Systems said Saturday it will acquire German digital engineering company Nagarro through a voluntary public takeover offer by its wholly-owned subsidiary, Galaxy Germany Holding SE. The all-cash deal values Nagarro at EUR 81 per share - a 140% premium - and would create a $2.9 billion revenue run-rate AI-led digital engineering group.
The offer follows a signed Business Combination Agreement. Nagarro's management and supervisory board support the transaction, subject to review of the offer document. Lantano Beteiligungen, Nagarro's largest shareholder with approximately 21%, signed a binding share purchase agreement to sell its full stake to Galaxy Germany at the offer price.
Deal structure and financing
Persistent will fund the acquisition with committed financing from Barclays. The company expects debt levels to remain within conservative limits and to reduce meaningfully over a two-year period. The transaction is expected to be cash EPS accretive for Persistent shareholders in the first year. Persistent intends to pursue a delisting of Nagarro shares from the Frankfurt Stock Exchange as soon as legally feasible.
Strategic combination
The combined entity would employ over 46,000 people across more than 40 countries. Approximately 37,000 are in India, 3,500 in North America, and 3,000 in Europe. The group would have at-scale presence in North America and Europe, with complementary verticals: Persistent's AI-led engineering leadership and Nagarro's European business, ERP, and customer experience delivery. The combined total addressable market is estimated at over $1,400 billion.
"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," said Anand Deshpande, Founder, Chairman and Managing Director of Persistent Systems.
Legal considerations and next steps
The voluntary public takeover offer is subject to German takeover law. The Business Combination Agreement establishes the framework for the transaction and includes the support of Nagarro's boards. The share purchase agreement with Lantano Beteiligungen secures a block of approximately 21% at the offer price. Persistent's intention to delist removes Nagarro from the regulated market of the Frankfurt Stock Exchange post-closing.
Why this matters for legal professionals
This transaction touches on multiple areas of cross-border M&A practice: a voluntary public takeover under German securities law, a business combination agreement between a foreign acquirer and a German target, a side deal with the largest shareholder, and post-closing delisting. Corporate lawyers advising on similar deals will note the structure's use of a wholly-owned subsidiary as the offeror and the premium mechanics designed to secure swift support from the target board and key shareholders. Regulatory compliance, disclosure obligations, and the delisting process will be focal points until closing.
Your membership also unlocks:
