Persistent launches EUR 81 per share bid for Nagarro

Persistent Systems has announced a voluntary public offer to acquire all outstanding shares of Nagarro at EUR 81 per share, following a Business Combination Agreement between Persistent, its subsidiary Galaxy Germany Holding, and Nagarro.

The cash offer has the support of Nagarro's Management Board and Supervisory Board, which intend to recommend that shareholders accept it after reviewing the formal offer document.

Persistent is pursuing the bid through Galaxy Germany Holding, its wholly owned subsidiary. It has also agreed with Lantano Beteiligungen, the investment vehicle of Nagarro's largest shareholder, to buy its entire stake of about 21% at the offer price, subject to regulatory approvals.

Members of Nagarro's Management Board have also said they intend to tender their own shareholdings into the offer. The transaction requires acceptances representing 50% plus one share of all outstanding Nagarro shares, including the shares covered by the Lantano agreement and the board members' intended tenders.

The offer values Nagarro shares at a substantial premium to recent trading levels. EUR 81 per share represents a premium of about 140% to Nagarro's undisturbed closing price and about 94% to the three-month volume-weighted average price.

If completed, the deal would combine an India-based technology services group with a Munich-headquartered digital engineering company that employs about 18,500 people across more than 40 countries and generated EUR 1 billion in revenue in calendar year 2025.

The enlarged group would have a revenue run-rate of about USD $2.9 billion and more than 46,000 employees across more than 40 countries. The combined business would have more than 37,000 staff in India, more than 3,500 in North America and more than 3,000 in Europe.

For Persistent, the transaction would expand its European presence. Europe would account for 22% of revenue after the combination, up from 9%, while North America would represent 62% and the rest of the world 16%.

According to the companies, Nagarro brings established client relationships in Europe, including four of the region's five biggest automotive manufacturers. Together, the two businesses would have more than 350 major client relationships, including seven of the top 10 US and Indian banks and eight of the top 15 healthcare and life sciences companies.

Strategic rationale

The transaction would broaden Persistent's reach across sectors including banking, healthcare, technology, industrials and consumer markets. Nagarro's work in digital engineering, ERP and customer experience would also complement Persistent's business.

Persistent reported revenue of about USD $1.7 billion in its last fiscal year and said it has recorded 24 consecutive quarters of sequential revenue growth. Nagarro's presence in Europe and its local engineering teams were presented as key attractions for the buyer.

The deal is backed by committed financing from Barclays. Persistent said leverage after completion would remain within conservative limits and decline meaningfully over a two-year period.

Delisting plan

Persistent does not intend to enter into a domination and profit and loss transfer agreement for two years after closing. In alignment with Nagarro's Management Board, it intends to seek a delisting of Nagarro shares from Frankfurt's regulated market as soon as practicable and legally feasible after the offer is completed.

The offer will be launched after approval of the offer document by Germany's financial regulator, BaFin. Closing is expected in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027, subject to regulatory approvals and other customary conditions.

Dr. Anand Deshpande, Founder, Chairman and Managing Director of Persistent Systems, set out Persistent's view of the fit between the two companies.

"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."

"The next wave of enterprise transformation will be defined by AI, engineering excellence, and global scale. Bringing Nagarro and Persistent together is a defining milestone in our journey to build a global, engineering-led technology services leader. Nagarro is an exceptional strategic and cultural fit for Persistent, with shared values, complementary capabilities, and a common commitment to customer success. This combination strengthens our position in Europe, expands our scale in North America, and enhances our ability to help clients accelerate their AI and digital transformation journeys.

Together, we are creating one of the industry's leading AI-led, engineering-driven digital transformation companies, creating greater opportunities for our clients, our people, and all our stakeholders," said Sandeep Kalra, Executive Director and Chief Executive Officer of Persistent Systems.

"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 of both companies," said Manas Human, Co-founder of Nagarro.