Munich/Pune: The proposed Persistent Nagarro Group moved a step closer to becoming a global leader in AI-led digital engineering after Persistent Systems announced its intention to launch a voluntary public takeover offer for all outstanding shares of Nagarro SE at a cash consideration of EUR 81 per share.
The announcement follows the signing of a Business Combination Agreement (BCA) between Galaxy Germany Holding SE, a wholly-owned subsidiary of Persistent Systems, and Nagarro.
The transaction, which has received support from Nagarro’s Management and Supervisory Board, is expected to establish the Persistent Nagarro Group as a global AI-led engineering powerhouse with approximately USD 2.9 billion in revenue run-rate and a workforce exceeding 46,000 employees across more than 40 countries.
Under the proposed transaction, Persistent will launch an all-cash offer at EUR 81 per share, representing a premium of nearly 140% over Nagarro’s undisturbed closing price on June 25, 2026, and approximately 94% over the three-month volume-weighted average price.
Persistent has already secured approximately 21% ownership in Nagarro through a binding share purchase agreement with Lantano Beteiligungen GmbH, the investment vehicle of Nagarro’s largest shareholder. The agreement remains subject to customary regulatory approvals.
Members of Nagarro’s Management Board have also expressed their intention to tender their shareholdings into the offer.
The proposed Persistent Nagarro Group is expected to create a globally diversified digital engineering and enterprise modernization company with significant scale across North America and Europe, while strengthening capabilities in AI, cloud, ERP, customer experience, and digital transformation.
Dr. Anand Deshpande, Founder, Chairman and Managing Director, Persistent Systems, said: “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.”
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Sandeep Kalra, Executive Director and Chief Executive Officer, Persistent Systems, said: “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.”
Manas Human, Co-Founder and CEO, Nagarro, said: “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.”
Christian Bacherl, Chairman of the Supervisory Board, Nagarro, added: “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.”
Persistent Nagarro Group: Transaction Aims to Deliver Value Across Stakeholders
The companies stated that the Persistent Nagarro Group would significantly enhance capabilities and geographic reach while accelerating growth that could otherwise take decades to achieve organically.
For employees, the combination is expected to create broader career opportunities, increased exposure to advanced technologies, and participation in larger global transformation programmes.
Persistent also confirmed that it does not intend to amend or terminate existing shop agreements, collective bargaining agreements, or similar arrangements at Nagarro.
Clients are expected to benefit from a wider portfolio encompassing AI-led engineering platforms, expanded partnerships with hyperscalers and independent software vendors, stronger ERP and customer experience capabilities, and a scaled global delivery infrastructure.
Persistent intends to finance the transaction through committed funding from Barclays, while maintaining leverage within conservative limits and targeting meaningful reduction over a two-year period.
Creating a Global AI-Led Engineering Leader
The proposed Persistent Nagarro Group would bring together Persistent’s strong North American presence, AI-led engineering expertise, and partnership ecosystem with Nagarro’s established European business, ERP and CX capabilities, and sectoral expertise.
Key Highlights of Persistent Nagarro Group:
- Approximately USD 2.9 billion in revenue run-rate.
- More than 46,000 employees across 40+ countries.
- Enhanced European revenue contribution, increasing from 9% to 22% for Persistent.
- A significantly expanded addressable market exceeding USD 1.4 trillion.
- More than 350 marquee client relationships globally.
- Strong presence across BFSI, healthcare, life sciences, industrial, consumer, and TMT sectors.
- Deep AI engineering capabilities supported by a combined talent pool and platforms.
The combined business would also maintain and preserve the market strengths of both brands under the Persistent Nagarro Group identity.
Persistent Nagarro Group: Offer Conditions and Next Steps
The offer remains subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, including shares acquired from Lantano and those tendered by Nagarro Management Board members.
Persistent expects to launch the offer after approval of the offer document by Germany’s Federal Financial Supervisory Authority (BaFin), with transaction closing anticipated in Q4 CY2026 or Q1 CY2027, subject to regulatory approvals and customary closing conditions.
Persistent has clarified that it does not intend to enter into a domination and/or profit and loss transfer agreement (DPLTA) for two years following completion of the transaction.
Following completion, Persistent intends to pursue the delisting of Nagarro shares from the Prime Standard segment of the Frankfurt Stock Exchange, in alignment with Nagarro’s Management Board.
Barclays is serving as sole financial advisor to Persistent, while Hengeler Mueller and Khaitan are acting as legal advisors. Nagarro is being advised by J.P. Morgan as sole financial advisor and Freshfields as legal advisor.
