Hengeler Mueller, Khaitan & Co and Freshfields advised on Persistent Systems’ acquisition of Nagarro SE.

Persistent Systems Limited, through its wholly-owned subsidiary Galaxy Germany Holding SE, has entered into a Business Combination Agreement with Nagarro SE in connection with the proposed acquisition of up to 100% of Nagarro through a combination of a negotiated acquisition of an existing stake and a voluntary public takeover offer.

Under the transaction, Galaxy Germany Holding SE has entered into a share purchase agreement with Lantano Beteiligungen GmbH, the investment vehicle of Nagarro’s largest shareholder, to acquire its entire approximately 21% stake in Nagarro at a cash consideration of EUR 81 per share. Concurrently, Galaxy Germany Holding SE has announced a voluntary public takeover offer for all remaining outstanding shares of Nagarro at the same offer price.

The transaction, valued at approximately USD 1.4 billion, represents one of the largest cross-border M&A transactions in the IT services sector involving an Indian acquirer and marks a significant public-to-public acquisition by an Indian technology company of a German listed entity.

The combination is expected to create a global AI-led digital engineering platform with combined revenues of approximately USD 2.9 billion and more than 46,000 employees across over 40 countries. The transaction remains subject to customary regulatory approvals and other closing conditions, with completion expected in Q4 2026 / Q1 2027.

Hengeler Mueller advised Persistent Systems comprehensively on the transaction and financing of the voluntary public takeover offer.

The Hengeler Mueller team advising Persistent Systems was led by Corporate/M&A partners Lucina Berger and Oda Christiane Goetzke. The Corporate/M&A team also included Susanne Marie Struth, Jonas Drögemüller, Laura Esmaty, Lukas König, Michael Mertel and Yero Sy.

The financing team was led by partners Daniela Böning and Nikolaus Vieten, with support from Tobias Chowdhury, Antonius Rodewig, Simon Tänzer and Niclas Groos.

The FDI team comprised partner Vera Jungkind and senior associates Jan Schülting and Barbara Boytinck. The Antitrust team comprised partner Christoph Wilken, counsel Christian Dankerl and associate Simon Staimer.

The IP/IT team included partner Matthias Rothkopf, senior associates Johannes Jäkle and Róża Grzybowska, and associate Milan Zmrzlak. The Employment team included partner Hendrik Bockenheimer and senior associate Musa Müjdeci. The Tax team comprised partner Sebastian Adam and associate Karl Hummel.

Khaitan & Co advised Persistent Systems on the acquisition of Nagarro SE through the negotiated acquisition of a 21% stake and the voluntary public takeover offer.

The core team consisted of Managing Partner Haigreve Khaitan, Partners Sharad Abhyankar and Abhishek Dadoo, Principal Associates Bhavya Bhankharia and Murugaveni Pillai, and Senior Associate Priyal Reddy.

The deal was assisted on Banking & Finance aspects by Partner Manisha Shroff, Counsel Mohit Nad, Senior Associates Khushboo Ketan Damakia and Anushka Sinha, and Associate Satyawati Sinha; on Corporate & Commercial aspects by Partner Moin Ladha, Principal Associate Charu Singh, Senior Associate Gaurang Mansinghka, and Associates Shrudula S. Murthy, Rishika Jain, Palak Sanjeev Sheth, and Gauri Jindal; on Competition / Antitrust aspects by Partner Anshuman Sakle and Principal Associate Siddharth Pravin Bagul; and on Direct Tax aspects by Partner Rahul Jain and Associates Vishakha Ranga and Krishnal Agrawal.

Freshfields advised Nagarro SE and its Management Board and Supervisory Board on the business combination agreement and voluntary public takeover offer by Galaxy Germany Holding SE.

Freshfields advised Nagarro on all corporate, capital markets and regulatory law aspects of the transaction, including advice to the Management Board and Supervisory Board in connection with the joint reasoned statement under the German Securities Acquisition and Takeover Act.

The Freshfields team is led by Partner Christoph H. Seibt, supported by Principal Associate Jean Mohamed (both Corporate/M&A and Capital Markets, Hamburg).

The Freshfields team further comprises Associates Jan-Willem Koldehofe, Alexandra Harf, Felix Schüßler (all Corporate/M&A and Capital Markets, Hamburg), Partner Dominic Divivier (Düsseldorf), Uwe Salaschek, Principal Associate Malte Symann, Associate Philipp Dimas (all Antitrust, Berlin), Partner Judith Römer and Associate Severin Pretzel (Employment Law, Hamburg), Counsel Philipp Roos, Associate Vincent Fischer (both Data Protection, Düsseldorf), Partner Robin Helmke, Associate Judith Bremer (both Finance, Frankfurt).