Takeover Offer / Target company: Nagarro SE; Bidder: Galaxy Germany Holding SE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

 

Publication of the decision to issue a voluntary public

takeover offer pursuant to Sec. 10 (1) in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (WpÜG)

 

 

Bidder:

Galaxy Germany Holding SE

Maximiliansplatz 17

c/o Blitzstart Holding GmbH

80333 Munich

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 308142

 

Target :

Nagarro SE

Baierbrunner Straße 15

81379 Munich

Germany

registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 254410

 

ISIN: DE000A3H2200 (WKN: A3H220)

Today, Galaxy Germany Holding SE ("Bidder"), a holding company for the technology service company Persistent Systems Limited ("Persistent"), has decided to offer to the shareholders of Nagarro SE ("Nagarro") by way of a voluntary public takeover offer ("Takeover Offer") to acquire all no-par value registered shares in Nagarro with a proportionate interest in the share capital of EUR 1.00 per share ("Nagarro Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 81.00 per Nagarro Share. This represents a premium of approx. 93.5 % to the volume-weighted Xetra average price of the Nagarro Share over the past three months as of (including) 25 June 2026.

Today, the Bidder, Persistent and Nagarro signed a Business Combination Agreement regarding the terms and conditions of a strategic investment by the Bidder in Nagarro. The Executive Board and the Supervisory Board of Nagarro, which have approved the conclusion of the Business Combination Agreement today, support the Takeover Offer, subject to their review of the offer document yet to be published by the Bidder and their fiduciary duties. The Executive Board and the Supervisory Board intend to recommend the acceptance of the Takeover Offer to the shareholders of Nagarro.

The Takeover Offer will be subject to a minimum acceptance threshold of 50 % plus one share of all outstanding Nagarro Shares (including approx. 20 % of the Nagarro Shares, that the Bidder will purchase from a major shareholder under a separate agreement) and certain other conditions to be set out in the offer document, such as regulatory clearances and other customary conditions.

Also today, the Bidder and a major shareholder signed an agreement, according to which the shareholder will transfer approx. 20 % of Nagarro Shares to the Bidder outside of the Takeover Offer against payment of a cash consideration per share equal to the offer price.

The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published and available on the internet at www.galaxy-offer.com.

Important Information:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Nagarro Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of Nagarro Shares are strongly advised to read the offer document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.galaxy-offer.com.

The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Takeover Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of Nagarro Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Takeover Offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional Nagarro Shares outside the Takeover Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the Offer Price is increased in accordance with the WpÜG, to match any consideration paid outside of the Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of Nagarro Shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Takeover Offer announced in this announcement will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. This announcement has been prepared in accordance with German style and practice for the purposes of complying with the laws of the Federal Republic of Germany. The financial information relating to the Bidder and Nagarro included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Takeover Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and on the basis of the so-called Tier II exemption from certain requirements of the Exchange Act, which exemption allows a bidder to comply with certain substantive and procedural rules of the Exchange Act for takeover bids by complying with the law or practice of the domestic legal system and exempts the bidder from complying with certain other rules of the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that Nagarro is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with the Bidder as a result of the acceptance of the planned Takeover Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Takeover Offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and Nagarro are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). Shareholders of Nagarro may not be able to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court's judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.

 

Munich, 26 June 2026

Galaxy Germany Holding SE