Galaxy Germany Holding SE, the wholly‑owned German arm of Persistent Systems Limited, announced a formal, all‑cash public offer to acquire every outstanding share of Nagarro SE for €81 each. The proposal, which follows a recently signed Business Combination Agreement (BCA) between the two parties, carries a headline premium of roughly 140 % over Nagarro’s undisturbed closing price on June 25, 2026, and about 94 % above the three‑month volume‑weighted average price. Persistent already holds an approximately 21 % stake in Nagarro (excluding treasury shares) and has secured a binding agreement with Lantano Beteiligungen GmbH, the vehicle of Nagarro’s largest shareholder, to purchase the remainder of that stake at the same price.

The offer is contingent on a minimum acceptance level of 50 % plus one share of all outstanding Nagarro equity. Persistent expects to file the formal offer document with Germany’s Federal Financial Supervisory Authority (BaFin) before launching the bid, with closing anticipated in the fourth quarter of calendar year 2026 or the first quarter of 2027, subject to regulatory clearance and customary closing conditions.

Deal Mechanics and Funding

Persistent plans to finance the transaction through a committed credit facility arranged with Barclays. The financing structure is designed to keep post‑closing leverage within “conservative” boundaries, with a stated intention to reduce debt over a two‑year horizon. Notably, Persistent has explicitly ruled out entering a domination or profit‑and‑loss transfer agreement (DPLTA) for the first two years after the deal, signalling a degree of operational independence for the combined entity. Following the acquisition, Persistent intends to pursue a delisting of Nagarro’s shares from the Frankfurt Stock Exchange’s Prime Standard segment as soon as legally feasible, aligning with the “taking‑private” strategy outlined in the offer.

Strategic Rationale

Both firms operate in the high‑growth segment of AI‑enabled digital engineering, but they bring complementary strengths to the table. Persistent, recognized as the fastest‑growing global IT services brand in 2026, boasts a North‑American footprint, a deep AI‑driven engineering practice, and a portfolio of partnerships with leading hyperscalers. Nagarro, headquartered in Munich, contributes a robust European presence, deep vertical expertise in industrial, consumer, technology‑media‑telecom (TMT) and banking‑financial‑services‑insurance (BFSI) sectors, and a proven track record delivering ERP and CX transformations.

By merging, the new Persistent‑Nagarro group is projected to generate roughly $2.9 billion in annual revenue, employ more than 46 000 professionals across 40 + countries, and achieve a balanced geographic mix—approximately 62 % of revenue from North America, 22 % from Europe, and the remainder from the rest of the world. The combined entity will also command a sizable client franchise of over 350 marquee accounts, including four of the top five European automotive manufacturers and a suite of leading banks and healthcare providers.

Executive Perspectives

“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 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.”
— Anand Deshpande, Founder, Chairman and Managing Director, Persistent Systems

“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.”
— Sandeep Kalra, Executive Director and CEO, 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 in both companies.”
— Manas Human, Co‑Founder and CEO, Nagarro

“Nagarro has been built over decades by exceptional people. In Persistent, we found a partner with shared values, convictions and complementary strengths: a business with genuine AI and Engineering capabilities, the scale to accelerate Nagarro’s ambitions, and a management culture that earns trust. The offer price represents a significant premium over the current share price adequately reflecting Nagarro’s value. The Supervisory Board supports this transaction with full conviction and will recommend acceptance of the offer subject to a review of the offer document.”
— Christian Bacherl, Chairman of the Supervisory Board, Nagarro

Valuation and Market Context

A 140 % premium places the transaction among the most aggressive take‑private bids in the European tech sector this year. While such premiums can be justified by strategic synergies—particularly in AI‑driven engineering where scale accelerates product development—they also raise questions about post‑deal integration risk and the ability to deliver the promised cash‑flow accretion in the first twelve months. Persistent’s management asserts that the deal will be EPS‑accretive for its shareholders immediately, a claim that will be scrutinized once the full financial model is disclosed.

The financing arrangement with Barclays underscores the growing appetite of traditional banks to back large‑scale technology consolidations, especially those with clear AI roadmaps. By avoiding a DPLTA, Persistent signals a commitment to keep Nagarro’s operational decisions independent for at least two years, a move that may allay concerns from antitrust regulators and from shareholders wary of overly aggressive post‑merger integration.

Regulatory Landscape

The offer must clear BaFin’s review before it can be launched publicly. German securities law requires a transparent offer document that details the transaction’s terms, financing, and any potential conflicts of interest. Persistent’s plan to delist Nagarro from the Frankfurt Prime Standard will involve additional filings with the German stock exchange and may trigger a mandatory tender offer for any remaining minority shareholders who do not voluntarily participate. The “taking‑private” approach is common in European M&A when the acquirer seeks to streamline governance and reduce public‑market reporting burdens.

Implications for the FinTech Ecosystem

Both Persistent and Nagarro serve a clientele that includes banks, insurers, and FinTech ecosystem innovators seeking end‑to‑end digital transformation. The combined AI‑engineered platform could provide more integrated solutions for open‑banking APIs, real‑time risk analytics, and automated compliance workflows—areas of intense competition among global fintech vendors. Moreover, the expanded European footprint gives Persistent a stronger foothold in EU data‑privacy regimes, which could be a decisive factor for multinational fintech firms navigating GDPR and upcoming e‑privacy regulations.

The merger also highlights a broader industry trend: pure‑play software houses are increasingly positioning themselves as full‑stack engineering partners rather than mere system integrators. By uniting Persistent’s AI research capabilities with Nagarro’s deep ERP and CX delivery experience, the new entity may be able to offer “AI‑first modernization services” that bypass traditional legacy‑centric consulting models.

Operational Considerations and Integration Path

Persistent has pledged not to alter existing shop agreements or collective bargaining contracts in the short term, a reassurance aimed at preserving employee morale across both workforces. With roughly 46 000 employees, cultural integration will be a decisive factor. The combined leadership team has indicated a desire to retain Nagarro’s brand equity while leveraging Persistent’s global delivery model—a hybrid approach that could mitigate the risk of brand dilution.

From a technology standpoint, the integration will need to harmonize Persistent’s AI platforms (including its proprietary ML Ops pipelines) with Nagarro’s digital engineering toolchain, which heavily relies on SAP, Salesforce, and Microsoft ecosystems. Achieving seamless interoperability will be essential to deliver the “end‑to‑end” AI‑driven outcomes promised to clients.

Next Steps and Timeline

• Regulatory filing: Offer document to be submitted to BaFin within weeks.
• Offer launch: Expected after BaFin clearance, likely in early Q4 2026.
• Closing: Projected for Q4 2026 / Q1 2027, pending shareholder approval and standard closing conditions.
• Delisting process: To commence post‑closing, subject to German market rules.

Persistent will host a webcast to detail the transaction further, with additional information to be released shortly.

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