Persistent Systems Limited has initiated one of the most significant cross-border acquisitions in recent Indian IT history, moving to purchase up to 100% of Nagarro SE in a transaction valued at nearly $1.4 billion. The deal engaged three major law firms across two jurisdictions — Khaitan & Co, Hengeler Mueller, and Freshfields — each advising different parties on what is being described as a landmark moment for the Indian technology sector. For a comparative view of deal activity across Indian law firms, see the Deal Meter.
Introduction
Persistent Systems Limited is acquiring up to 100% stake in Nagarro SE through a combination of a negotiated 21% stake acquisition and a voluntary public takeover offer. Under the transaction, Lantano Beteiligungen GmbH agreed to sell its entire 21% stake in Nagarro SE at the offer price of EUR 81 per share, while concurrently, a voluntary public takeover offer was announced to acquire all remaining outstanding shares at the same cash consideration of EUR 81 per share, following the execution of a Business Combination Agreement among the bidder, Persistent Systems Limited and Nagarro SE.
The offer is being made through Galaxy Germany Holding SE, a wholly-owned subsidiary of Persistent. The offer is subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, with closing anticipated in the fourth quarter of 2026 or the first quarter of 2027, subject to regulatory approvals and customary conditions.
Deal Value
The transaction values Nagarro at an enterprise value of approximately €1.27 billion (~USD 1.4 billion). The offer price of EUR 81 per share represents a premium of approximately 140% to Nagarro’s undisturbed closing share price on 25 June 2026 and roughly 94% to its three-month volume-weighted average price. Financing of EUR 1.4 billion has been secured from Barclays to fund the transaction.
Legal Teams Involved
Khaitan & Co — Advised Persistent Systems Limited
Khaitan & Co advised on structuring the transaction; reviewing the share purchase agreement and other definitive documents; reviewing and negotiating the bridge financing arrangements; coordinating with German legal counsel; transaction-related secretarial and legal compliance work; FEMA compliance; SEBI regulatory requirements; competition law and merger control; and tax-related aspects.
Core Team:
- Haigreve Khaitan — Managing Partner
- Sharad Abhyankar — Partner
- Abhishek Dadoo — Partner
- Bhavya Bhankharia — Principal Associate
- Murugaveni Pillai — Principal Associate
- Priyal Reddy — Senior Associate
Bridge Financing & Financing Documentation (including the acquisition facility provided by Barclays and security granted by Persistent):
- Manisha Shroff — Partner
- Mohit Nad — Counsel
- Khushboo Ketan Damakia — Senior Associate
- Anushka Sinha — Senior Associate
- Satyawati Sinha — Associate
Indian Foreign Exchange Regulatory / FEMA:
- Moin Ladha — Partner
- Charu Singh — Principal Associate
- Shrudula S Murthy — Associate
SEBI-Related Aspects:
- Gaurang Mansinghka — Senior Associate
Competition Law & Merger Control:
- Anshuman Sakle — Partner
- Siddharth Pravin Bagul — Principal Associate
Tax:
- Rahul Jain — Partner
- Vishakha Ranga — Associate
- Krishnal Agrawal — Associate
Additional Transaction Support:
- Rishika Jain — Associate
- Palak Sanjeev Sheth — Associate
- Gauri Jindal — Associate
Hengeler Mueller — German Counsel for Persistent Systems Limited
Hengeler Mueller advised comprehensively on the transaction and the financing of the voluntary takeover offer.
Lead Transaction Team:
- Lucina Berger — Partner
- Oda Christiane Goetzke — Partner
- Susanne Marie Struth — Associate
- Jonas Drögemüller — Associate
- Laura Esmaty — Associate
- Lukas König — Associate
- Michael Mertel — Associate
- Yero Sy — Associate
Financing:
- Daniela Böning — Partner
- Nikolaus Vieten — Partner
- Tobias Chowdhury — Counsel
- Antonius Rodewig — Senior Associate
- Simon Tänzer — Senior Associate
- Niclas Groos — Associate
FDI:
- Vera Jungkind — Partner
- Jan Schülting — Senior Associate
- Barbara Boytinck — Senior Associate
Antitrust:
- Christoph Wilken — Partner
- Christian Dankerl — Counsel
- Simon Staimer — Associate
IP/IT:
- Matthias Rothkopf — Partner
- Johannes Jäkle — Senior Associate
- Róża Grzybowska — Senior Associate
- Milan Zmrzlak — Associate
Employment:
- Hendrik Bockenheimer — Partner
- Musa Müjdeci — Senior Associate
Tax:
- Sebastian Adam — Partner
- Karl Hummel — Associate
Freshfields — Advised Nagarro SE and Members of the Nagarro Management Board
Freshfields advised on all corporate, capital markets and regulatory law aspects of the transaction, and separately advised members of the Management Board of Nagarro who intend to tender their privately held shares into the public takeover offer.
Lead Transaction Team:
- Christoph H. Seibt — Partner
- Jean Mohamed — Principal Associate
Corporate/M&A and Capital Markets:
- Jan-Willem Koldehofe — Associate
- Alexandra Harf — Associate
- Felix Schüßler — Associate
Antitrust:
- Dominic Divivier — Partner
- Uwe Salaschek — Partner
- Malte Symann — Principal Associate
- Philipp Dimas — Associate
Employment Law:
- Judith Römer — Partner
- Severin Pretzel — Associate
Data Protection:
- Philipp Roos — Counsel
- Vincent Fischer — Associate
Finance:
- Robin Helmke — Partner
- Judith Bremer — Associate
Nagarro SE — In-House Legal
Nagarro received in-house legal advice on the public takeover transaction from:
- Alexander Gebert — Director Group Legal & Compliance
- Anne Kurschewitz — Corporate Legal Counsel
Significance and Impact
The deal marks the third public takeover offer in Germany in the past year, with Hengeler Mueller advising on all three. It is also the first significant public-to-public acquisition by an Indian IT company of a German-listed entity, representing one of the largest cross-border M&A transactions in the IT services sector involving an Indian acquirer in 2026.
The 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 more than 46,000 employees across 40+ countries.
The combined group is anticipated to become the world’s second-largest digital engineering company by revenue and India’s seventh-largest technology services firm. Following completion of the offer, Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible.
The Persistent–Nagarro transaction is a defining cross-border deal that required multi-jurisdictional legal coordination spanning Indian foreign exchange law, German takeover regulations, SEBI compliance, antitrust clearances across multiple jurisdictions, and complex bridge financing arrangements. Khaitan & Co advised Persistent across the full spectrum of the transaction, from structuring and definitive documentation through to FEMA, SEBI, competition law, and tax. Freshfields served as legal advisor to Nagarro in connection with the transaction. With closing anticipated in Q4 2026 or Q1 2027, this deal is set to reshape the global digital engineering landscape.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is based on the details provided and publicly available sources.
