Nagarro Management Board and Supervisory Board recommend the acceptance of the voluntary public takeover offer by Persistent
Rhea-AI Summary
Nagarro (OTC:NGRRF) announced that its Management Board and Supervisory Board have issued a joint reasoned statement recommending shareholders accept the voluntary public cash takeover offer by Galaxy Germany Holding SE, a company controlled by India-based Persistent Systems. The Boards consider the EUR 81.00 per share offer price to be adequate and fair.
The offer implies a premium of about 140% over the Xetra price of EUR 33.74 on 25 June 2026, around 93% over the three-month VWAP, and about 112% over the one-month VWAP. It also exceeds the analysts’ median target price of EUR 72.00 by roughly 12.5%. The acceptance period runs from 6 August 2026 until 17 September 2026. Closing is anticipated in Q4 2026 or Q1 2027, subject to a minimum acceptance threshold of 50% plus one share and various regulatory approvals. Post-settlement, the Bidder intends to pursue a delisting of Nagarro shares from the Frankfurt Stock Exchange as part of a taking private strategy.
Positive
- EUR 81.00 per share cash offer with large premiums versus market prices
- Offer price implies about 140% premium to EUR 33.74 Xetra price on 25 June 2026
- Offer represents roughly 93% and 112% premiums to three- and one-month VWAPs
- Price exceeds analysts’ EUR 72.00 median target by about 12.5%
- Boards of Nagarro unanimously recommend shareholders accept the takeover offer
- Bidder already secured about 20% of Nagarro shares via binding agreement
Negative
- Offer contingent on minimum acceptance of 50% plus one share and multiple regulatory approvals
- Closing only anticipated in Q4 2026 or Q1 2027, implying a lengthy timeline
- Bidder intends to pursue a delisting from Frankfurt Prime Standard after settlement
- Taking private strategy may reduce future liquidity and public market access for shareholders
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Joint reasoned statement of Management Board and Supervisory Board published
- Offer price of
EUR 81.00 per share considered to be adequate and fair - Management Board and Supervisory Board support the strategic partnership and recommend that shareholders accept the offer
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
The offer price of
"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
"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 (
The offer is subject to various offer conditions. These include, inter alia, a minimum acceptance threshold of 50 percent plus one (1) 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
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 (Prime Standard) 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 (2) 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
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.
About Nagarro
Nagarro is a global AI-native engineering and transformation company that engineers intelligence into enterprises securely, responsibly, and at scale. Distinguished by its entrepreneurial, agile, and global character, Nagarro is guided by its CARING values. The company employs around 18,700 people across 39 countries. For more information, please visit www.nagarro.com.
(FRA: NA9) (SDAX) (ISIN: DE000A3H2200) (WKN: A3H220)
Disclaimer on forward looking statements
This publication contains "forward-looking statements" with respect to Nagarro´s results of operations, financial condition, liquidity, prospects, growth, and strategies. Forward-looking statements include, but are not limited to, statements regarding objectives, targets, strategies, outlook, and growth prospects, including guidance for the financial year ending 31 December 2026, medium-term targets, Nagarro´s working capital, capital structure and dividend policy, future plans, events, or performance, economic outlook, and industry trends. This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of Nagarro SE. The public takeover offer itself as well as its terms and conditions and further information relating to the public takeover offer are published in the offer document of Galaxy Germany Holding SE. Investors and shareholders of Nagarro are advised to carefully read the offer document and all other documents relating to the public takeover offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they contain important information. Nagarro shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the takeover offer.
Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "could", "may", "should", "expects", "intends", "prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Nagarro or any member of Nagarro, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement. Subject to compliance with applicable law and regulations, Nagarro does not intend to update these forward-looking statements and does not undertake any obligation to do so. It should be noted that past results are not an indicator of future results. Interim results are not necessarily an indicator of the full-year results.
References to Nagarro are to Nagarro SE and references to Nagarro Group are to Nagarro SE and its subsidiaries unless otherwise stated.
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SOURCE Nagarro