Persistent Systems to buy Nagarro for €1 bn in 2026

Deal announced as a voluntary public takeover offer

Persistent Systems has announced a plan to acquire German digital engineering firm Nagarro SE through a voluntary public takeover offer. The offer will be made via Persistent’s wholly owned subsidiary, Galaxy Germany Holding SE. Persistent has offered a cash consideration of EUR 81 per share for all outstanding Nagarro shares. The company described the move as one of its largest overseas acquisitions. The acquisition is positioned as a scale-up step for a mid-tier Indian IT services company seeking a stronger European footprint. Persistent said the combination is intended to create a larger AI-led digital engineering and enterprise modernisation platform. The announcement also signals a push to deepen capabilities in ERP and customer experience delivery.

Offer price, premium and what it implies for valuation

Persistent said the EUR 81 per share offer represents a 140% premium to Nagarro’s undisturbed closing share price on June 25, 2026. It also represents a 94% premium to Nagarro’s three-month volume-weighted average price. Based on outstanding shares, the deal size works out to around EUR 1.0 billion, based on rough calculations mentioned in the report. The all-cash structure is designed to provide certainty to shareholders, subject to regulatory approvals and completion conditions. The price and premium levels indicate Persistent is pursuing control with a high upfront offer rather than a phased or part-cash structure. Persistent also indicated the transaction is expected to be earnings-per-share accretive in the first year after completion.

How the transaction is structured through Galaxy Germany Holding

The acquisition is being routed through Galaxy Germany Holding SE, set up as a wholly owned subsidiary of Persistent Systems. Persistent stated it established Galaxy Germany Holding SE by acquiring 100% stake through a local consultant in Germany. The takeover offer is framed as a voluntary public offer for all outstanding shares of Nagarro. Alongside the public offer, Persistent has also moved to secure a meaningful initial stake to support execution. This structure typically helps an acquirer manage local legal processes and streamline the offer mechanics in the target’s home market. Persistent has also said it plans to delist Nagarro from the Frankfurt Stock Exchange’s Prime Standard segment as soon as legally feasible after completion.

Backing from the largest shareholder and the 21% share purchase

A key element highlighted in the disclosures is support from Nagarro’s largest shareholder. Persistent said it will acquire Nagarro shareholding from Lantano Beteiligungen GmbH, a German entity represented by Carl-Georg Dschmidt. Galaxy Germany Holding SE entered into a Share Purchase Agreement on 26 June 2026 to acquire 21% shareholding of Nagarro (excluding treasury shares), subject to customary closing conditions and regulatory approvals. This initial purchase is separate from the broader takeover offer, but it strengthens the bidder’s position as the process moves forward. Persistent also noted that the all-cash acquisition is backed by the largest shareholder, underscoring alignment on the transaction path.

Timeline, approvals and funding arrangements

Persistent said it announced the takeover offer on June 27 and expects the deal to close by Q4CY26 or Q1CY27. The company has flagged the need for requisite regulatory approvals, along with standard completion conditions. Funding for the transaction is expected to come from committed financing from Barclays. The committed financing detail matters because it reduces uncertainty about the acquirer’s ability to complete an all-cash offer. Persistent also reiterated plans to delist Nagarro after completion, which would be a notable change for the German-listed company.

Strategic rationale: Europe scale and broader service coverage

Persistent’s stated rationale centres on expanding its European presence and deepening service offerings. The proposed acquisition will combine Persistent’s AI-led engineering and cloud capabilities with Nagarro’s European digital engineering strength and its ERP and customer experience expertise. Nagarro is described as a Munich-headquartered leader in digital engineering with around 18,500 employees across 40+ countries. It also reported EUR 1.0 billion in revenue in CY25. Persistent’s narrative positions the combination as complementary across verticals, including industrial, consumer, TMT and BFSI where Nagarro has roots. The combined entity is positioned as better suited for multi-region enterprise clients seeking integrated AI, engineering, ERP and CX, data, and cloud capabilities.

What changes in revenue mix and global footprint

Persistent said the combined company will have an annual revenue run rate of about USD 2.9 billion. The combined workforce is expected to be more than 46,000 employees operating across over 40 countries. A major quantified shift is the revenue mix by geography. Persistent said Europe’s share of revenue will rise to about 22%, up from 9% currently, giving a more balanced revenue profile. North America is expected to continue contributing around 62%, with the remainder coming from the rest of the world. Persistent also said the combined group would expand its total addressable market to over USD 1,400 billion, supported by 350+ client relationships.

Delivery and talent footprint highlighted by the companies

The companies positioned the combination as an AI-led engineering platform with global delivery. One disclosure highlighted employee distribution across major regions: 37,000+ in India, 3,500+ in North America, and 3,000+ in Europe. Separately, the report also noted the transaction will establish strategic delivery centres in Tallinn and Tartu, Estonia, and strengthen capabilities across AI-led product engineering, distributed systems, and cloud-native technologies. These operational references are important because they indicate where management expects integration leverage and delivery expansion. They also link the acquisition to specific delivery capacity in Europe rather than only sales or market access.

Key deal facts at a glance

Market impact and why investors will track integration milestones

For Persistent, the most immediate measurable impact described is a step-up in European revenue exposure from 9% to about 22%, while maintaining North America at around 62%. The company has also guided that the transaction is expected to be EPS accretive in the first year after completion, which will be watched closely as integration plans firm up. The combined annual revenue run rate of about USD 2.9 billion sets a larger base for competing for multi-region engineering and modernisation work. Investors are also likely to focus on how the combined group converts the stated 350+ client relationships into cross-sell opportunities across AI-led engineering, ERP, and CX delivery. On Nagarro’s side, the proposed delisting plan and the all-cash exit at a large premium are central implications for shareholders. With committed financing in place and a signed agreement for a 21% stake, attention will now shift to regulatory approvals, offer acceptance levels, and the stated closing window.

Conclusion

Persistent’s EUR 81-per-share cash offer for Nagarro is a major outbound move aimed at scaling Europe and building a combined USD 2.9 billion revenue run-rate digital engineering group. The next milestones are regulatory approvals, completion of the 21% stake purchase conditions, and progress toward the expected close by Q4CY26 or Q1CY27.