Firm Matters

Khaitan & Co advised Persistent Systems on the acquisition of up to 100% stake in Nagarro SE through a combination of the acquisition of 21% stake under a negotiated deal and a voluntary public takeover offer.

Under the transaction, Lantano Beteiligungen GmbH has agreed to sell its entire 21% stake in Nagarro SE (excluding treasury shares) to the Bidder at the offer price of EUR 81 per share. Concurrently, the Bidder has announced a voluntary public takeover offer to acquire all remaining outstanding shares of Nagarro SE for a cash consideration of EUR 81 per share (the “Offer”), following the execution of a Business Combination Agreement (BCA) among the Bidder, Persistent Systems Ltd, and Nagarro SE.

The Offer is subject to customary conditions, including a minimum acceptance threshold of 50% plus one share of all outstanding shares of Nagarro SE and receipt of applicable regulatory approvals. Closing is anticipated in Q4 CY2026 / Q1 CY2027.

• This is one of the largest cross-border M&A transactions in the IT services sector (deal value of ~USD 1.4 Billion) involving an Indian acquirer in 2026; 

• First significant public-to-public acquisition by an Indian IT company of a German listed entity; Complex multi-jurisdictional voluntary public takeover offer involving German takeover regulations (WpÜG) and Indian foreign exchange laws; 

• Acquisition structured through a voluntary public takeover offer at EUR 81 per share, coupled with the prior acquisition of 21% of the target from its largest shareholder under a binding share purchase agreement; 

• Transaction combines highly complementary geographic footprints, with Persistent's North American leadership and Nagarro's strong European presence, creating one of the largest India-origin global digital engineering platforms with combined revenues of approximately USD 2.9 billion and 46,000+ employees across 40+ countries.

The Firm advised Persistent Systems Ltd in connection with:  (a) structuring the transaction; (b) reviewing the share purchase agreement and other definitive documents; (c) reviewing and negotiating the bridge financing arrangements, including the acquisition facility agreement and related security documentation; (d) coordinating with German legal counsel (Hengeler Mueller) and other international advisors; (e) transaction-related secretarial and legal compliance work; (f) advising on Indian foreign exchange laws and FEMA compliance; (g) advising on SEBI regulatory requirements; (h) advising on competition law and merger control aspects; and (i) advising on tax-related aspects of the transaction.

Quote from Mr. Sharad Abhyankar, Partner, Khaitan & Co:

This transaction represents a landmark moment for Indian IT services on the global stage. Advising Persistent on its acquisition of Nagarro on one of the largest cross-border public M&A transactions by an Indian company in the technology sector required seamless coordination across multiple jurisdictions and practice areas, from German takeover regulations and Indian foreign exchange laws to complex financing arrangements. The combination of Persistent and Nagarro will create a truly global digital engineering powerhouse, and we are proud to have played a role in this transformative deal.