Persistent Systems secures 94.04% Nagarro stake in 2026

What Persistent announced

Persistent Systems Limited said it has secured an aggregate shareholding of about 94.04% in Munich-headquartered Nagarro SE after the expiry of the statutory additional acceptance period for its voluntary public takeover offer. The update was issued through Galaxy Germany Holding SE, a wholly-owned direct subsidiary of Persistent, which is the bidder for the transaction. The additional acceptance period ended at midnight (CEST) on October 6, 2026. Persistent said the outcome significantly exceeds the offer’s minimum acceptance threshold of 50% plus one share. With ownership above 90%, the company also indicated it plans to initiate a squeeze-out of remaining minority shareholders upon closing, while adding that no final decision has been taken yet. The transaction is expected to close by the end of Q1 CY27, subject to a limited number of outstanding regulatory approvals.

Offer structure and headline terms

The takeover offer is a voluntary public cash offer for all outstanding shares of Nagarro SE. Persistent announced the offer through its German subsidiary, Galaxy Germany Holding SE. The offer price disclosed in the materials is EUR 81 per share. Persistent also referenced an enterprise value of EUR 1.27 billion for the acquisition. The offer included an initial acceptance period and a statutory additional acceptance period, which allowed shareholders to tender shares after the initial phase ended. The completion of the offer remains subject to the fulfilment of certain outstanding conditions specified in the original offer document.

Final acceptance results: what was tendered

Persistent disclosed the final results after the additional acceptance period expired on October 6, 2026. During the additional acceptance period, a further 1,335,114 Nagarro shares were tendered into the offer. Along with the 7,568,145 shares tendered during the initial acceptance period, the total number of tendered shares reached 8,903,259. Persistent said this tendered total represents approximately 71.94% of Nagarro’s share capital and voting rights. The company separately noted that the additional shares tendered during the extended phase represented approximately 10.79% of Nagarro’s outstanding share capital excluding treasury shares.

How the 94.04% stake was built

Persistent’s aggregate holding reflects three components cited in the filing and related summary. First, it secured about 61.15% of Nagarro during the original acceptance period of the offer, which ran from August 6 to September 17, 2026. Second, it had already entered into a share purchase agreement (SPA) to acquire approximately 22.10% from Lantano Beteiligungen GmbH. Third, shareholders tendered additional shares during the statutory additional acceptance period, taking the tendered total to 71.94% of share capital and voting rights for the offer component.

Combined with the approximately 22.10% stake already secured under the SPA with Lantano, Persistent said it has secured approximately 94.04% of Nagarro’s share capital and voting rights as of October 6, 2026. In one summary, Persistent’s ownership was described as moving from 83.25% after the primary acceptance phase and initial SPA to an aggregate 94.04% following the final acceptance phase.

Threshold crossed, but settlement still conditional

Persistent emphasised that the minimum acceptance threshold for completion is 50% plus one share. With approximately 94.04% secured, the company said the result significantly exceeds that requirement. But it also clarified that the transaction is not yet fully settled. The offer remains subject to the fulfilment of certain outstanding conditions set out in the offer document.

Because of these pending conditions, settlement for the shares tendered by shareholders during both the primary and additional acceptance periods will be executed only after the conditions are met. Persistent expects the transaction to close by the end of Q1 CY27, and it described the remaining steps as linked mainly to a limited number of outstanding regulatory approvals.

Taking-private strategy and potential squeeze-out

Following completion of the offer, Persistent said it is pursuing a taking-private strategy for Nagarro. With more than 90% of Nagarro’s share capital and voting rights secured, Persistent stated it plans to initiate a squeeze-out of the remaining minority shareholders upon closing. The company added that no final decision has been taken yet on the squeeze-out.

At the current aggregate holding of about 94.04%, the remaining minority stake is about 5.96%. Persistent’s update also described the latest phase as paving the way for a delisting, consistent with a taking-private approach once closing conditions are met.

Deal size in the Indian IT landscape

Persistent described the acquisition of Nagarro SE at an enterprise value of EUR 1.27 billion as one of the largest public-to-private deals in the Indian IT landscape. The transaction is notable because it combines a public tender process with a negotiated stake purchase via the SPA. The offer price of EUR 81 per share provides a clear reference point for the consideration under the voluntary public offer. The sequence of tender windows and the accumulation of a very high ownership level also reduces uncertainty around meeting the minimum acceptance threshold.

Key facts and timeline

Market impact: what changes with 94.04% ownership

The most immediate implication of the disclosed numbers is that the offer has cleared the minimum acceptance threshold by a wide margin, reducing the risk of the offer failing on acceptance. Persistent’s holding above 90% enables it to plan a squeeze-out process of minority shareholders upon closing, subject to final decisions and legal process. With an aggregate stake of about 94.04%, Persistent has secured decisive voting rights and control, while the remaining minority stake is about 5.96%.

However, the company’s filings also show that the tender process is not the end of the transaction mechanics. Settlement will occur only after outstanding offer conditions are fulfilled, and closing remains subject to a limited number of regulatory approvals. That means the operational timeline is anchored to regulatory clearances and completion steps rather than tender participation at this stage.

Analysis: why the completion mechanics matter

Two elements stand out from Persistent’s update. First, the tender outcome is well beyond the minimum threshold of 50% plus one share, which is the key acceptance condition for completing the offer. Second, Persistent’s stated intent to initiate a squeeze-out upon closing signals that the company is preparing for a full taking-private route, though it has not made a final decision yet.

The structure also highlights how the acquisition was built through both market and negotiated routes. The tendered total of 71.94% combined with the 22.10% SPA stake is what takes the aggregate holding to 94.04%. But the company’s emphasis on settlement conditions underscores that investors should separate acceptance results from the final closing, because shares tendered in both periods will be settled only after the remaining conditions are satisfied.

Conclusion: what to watch next

Persistent Systems has reported securing approximately 94.04% of Nagarro SE as of October 6, 2026, after the additional acceptance period added 1,335,114 tendered shares. The company has reiterated a closing target of end-Q1 CY27, subject to only a limited number of outstanding regulatory approvals and other conditions in the offer document. The next milestones are the fulfilment of these conditions, settlement of tendered shares, and any formal decision by Persistent on initiating a squeeze-out of the remaining minority shareholders upon closing.