Persistent Systems Limited has made a significant move by acquiring up to 100% of Nagarro SE, a transaction valued at approximately $1.4 billion. This acquisition involves purchasing a 21% stake through a negotiated deal and a subsequent voluntary public takeover offer. The agreement, underlined by a Business Combination Agreement between Persistent and Nagarro SE, sees Lantano Beteiligungen GmbH selling its entire 21% holding in Nagarro SE to Persistent at an offer price of EUR 81 per share. Persistently, Persistent has also extended a voluntary public takeover offer for all remaining shares at the same price.
Key Legal Advisors and Their Roles
Khaitan & Co played a pivotal role in advising Persistent on various aspects of this transaction. The firm’s responsibilities included structuring the deal, scrutinizing the share purchase agreement, negotiating bridge financing arrangements, and ensuring compliance with Indian foreign exchange laws. Additionally, they provided expertise on SEBI regulatory requirements, competition law, merger controls, and tax implications. The core advisory team comprised of leading partners such as Haigreve Khaitan, Sharad Abhyankar, and Abhishek Dadoo, among others.
Involvement of International Legal Counsel
Hengeler Mueller, acting as the German counsel for Persistent, offered comprehensive advice on both the transaction and the financing of the voluntary takeover offer. The team was led by Lucina Berger and Oda Christiane Goetzke, supported by experts in financing, FDI, antitrust, IP/IT, employment, and tax. Their work ensured a smooth international legal process for Persistent’s strategic acquisition.
Freshfields’ Advisory Role
On the other side, Freshfields provided crucial advice to Nagarro on corporate, capital markets, and regulatory law aspects of this landmark deal. The team, led by Christoph H. Seibt, worked extensively on corporate and capital markets law, antitrust, employment law, and data protection to facilitate Nagarro’s management board’s alignment with the takeover offer.
TT&A’s Role in Financing
TT&A was engaged by Barclays Bank Plc as the arranger for the bridge facility of up to EUR 1.4 billion, necessary for the acquisition. The firm’s team, including Rahul Gulati and Nidhi Rani, ensured the financing arrangements were executed smoothly.
Strategic Impact of the Acquisition
This acquisition marks one of the largest cross-border M&A transactions in the IT services sector, showcasing an Indian company acquiring a German public entity. It combines Persistent’s North American dominance with Nagarro’s robust European foothold, resulting in a formidable global digital engineering platform with revenues of approximately USD 2.9 billion and a workforce exceeding 46,000 across more than 40 countries.
For more detailed legal insights and analysis on major transactions, visit Bar & Bench’s dedicated sections on Deals and Columns.
