Persistent Systems Limited has successfully acquired a 100% stake in Nagarro SE in a landmark transaction valued at approximately $1.4 billion. This acquisition was structured through a combination of a negotiated deal for a 21% stake and a voluntary public takeover offer. Lantano Beteiligungen GmbH agreed to sell its entire 21% stake in Nagarro SE to Persistent at an offer price of EUR 81 per share. Additionally, Persistent has extended a voluntary public takeover offer to acquire all remaining outstanding shares of Nagarro SE, also at EUR 81 per share. This follows the execution of a Business Combination Agreement between Persistent and Nagarro SE.
Legal Support and Advisory
Khaitan & Co played a pivotal role, advising Persistent on various aspects of the transaction. Their legal counsel included structuring the transaction, reviewing the share purchase agreement, and handling other definitive documents. They also managed bridge financing arrangements, including the acquisition facility agreement and related security documentation, while coordinating with German legal counsel Hengeler Mueller and other international advisors. The firm ensured compliance with transaction-related secretarial and legal requirements, Indian foreign exchange laws, FEMA, SEBI regulatory requirements, competition law, merger control aspects, and tax-related aspects of the deal.
The core advisory team from Khaitan & Co included Managing Partner Haigreve Khaitan, Partners Sharad Abhyankar and Abhishek Dadoo, and Principal Associates Bhavya Bhankharia and Murugaveni Pillai, among others.
German Legal Counsel
Hengeler Mueller, representing Persistent as German legal counsel, provided comprehensive advice on both the transaction and the financing of the voluntary takeover offer. The transaction team was led by Partners Lucina Berger and Oda Christiane Goetzke, supported by a team of associates including Susanne Marie Struth and Jonas Drögemüller. Other key areas covered included financing, FDI, antitrust, IP/IT, employment, and tax.
Advisory to Nagarro
Freshfields advised Nagarro on corporate, capital markets, and regulatory law aspects of this significant transaction in the AI industry. The firm is also advising Nagarro’s Management Board members on corporate and capital markets law related to tendering their shares into the public takeover offer. The transaction team was led by Partner Christoph H. Seibt, with support from Principal Associate Jean Mohamed, among others.
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Significance of the Acquisition
This acquisition marks one of the largest cross-border M&A transactions within the IT services sector, involving an Indian acquirer. It is also the first major public-to-public acquisition by an Indian IT company of a German-listed entity. The merger combines Persistent’s North American leadership with Nagarro’s solid European presence, forming a significant global digital engineering platform originating from India. The combined entity boasts revenues of approximately USD 2.9 billion and a workforce of over 46,000 employees across more than 40 countries.
