Nagarro SE: Persistent and Nagarro sign Business Combination Agreement to form the Persistent - Nagarro Group, a global leader in AI-led digital engineering

Corporate News

- Persistent announces the intention to launch a voluntary public takeover offer for all outstanding Nagarro shares at EUR 81 per share

- All-cash offer represents a highly attractive premium of ~140% to the undisturbed closing price on June 25, 2026, and ~94% to the three-month volume-weighted average price

- Nagarro’s Management and Supervisory Board support the transaction and intend to recommend acceptance of the Offer reflecting their strong shared conviction in the partnership’s strategic merits

- Persistent has already secured an approximately 21% stake1 in Nagarro, with the largest shareholder of Nagarro committing its entire stake under a binding agreement

- In addition, Nagarro Management Board members have declared their intention to accept the Offer and tender their shareholding into the Offer

- Persistent and Nagarro are a perfect strategic fit, combining Persistent’s AI-led engineering leadership, North American scale and partnership depth with Nagarro’s European business, complementary verticals, AI expertise, and ERP and CX delivery, to create a ~USD 2.9 billion AI-led engineering powerhouse with 46,000+ employees across 40+ countries

- Offer is subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares; launch of Offer to follow after approval of offer document by BaFin

- Persistent does not intend to enter into a domination and/or profit and loss transfer agreement (DPLTA) for a duration of two years after closing

- In alignment with Nagarro’s Management Board, 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

June 26, 2026

Munich, Germany and Pune, India

Galaxy Germany Holding SE (the “Bidder”), a wholly-owned direct subsidiary of Persistent Systems Limited (together “Persistent”), today announced a voluntary public takeover offer for all outstanding shares in Nagarro SE (“Nagarro”) (the “Offer”) at a cash consideration of EUR 81 per share (the “Offer Price”). The Offer follows the signing of a Business Combination Agreement (“BCA“) between the Bidder, Persistent and Nagarro. Nagarro’s Management and Supervisory Board support the transaction and intend to recommend acceptance of the Offer to Nagarro shareholders, subject to their review of the offer document.

The Bidder has also entered into a fully binding share purchase agreement with Lantano Beteiligungen GmbH (“Lantano“), the investment vehicle of the largest shareholder of Nagarro, under which Lantano has agreed to sell its entire approximately 21% stake in Nagarro (excluding treasury shares) to the Bidder at the Offer Price. The share purchase agreement has been signed on the date hereof and is subject to customary regulatory approvals.

In addition, members of Nagarro’s Management Board have declared their intention to accept the Offer and tender their shareholding into the Offer.

The proposed combination is designed to create a scaled, globally diversified AI-led digital engineering and enterprise modernization powerhouse with at-scale presence in North America and Europe and meaningful Rest of the World exposure. The combined Persistent – Nagarro group would be better positioned to support multi-region enterprise clients requiring integrated AI, engineering, ERP / CX, data and cloud capabilities across local and global delivery models.FormularbeginnFormularende

Quote from Manas Human, Co-Founder and CEO, Nagarro

"Both Nagarro and Persistent have grown from humble beginnings into strong technology powerhouses with high-quality people and deep client relationships. Now, with the AI revolution, we are entering an era that will reward companies like ours that already have a digital-, data- and AI-DNA. It’s a moment of great opportunity, but it also needs scale and power to make the most of it. With the combined strengths of Persistent and Nagarro, we’ll be able to deliver the complex intelligence transformation programs that our clients are increasingly demanding – at scale, across industries, and across the world. I am excited because I believe that joining forces is a compelling step forward – for the clients, shareholders, and colleagues in both companies."

Quote from Christian Bacherl, Chairman of the Supervisory Board, Nagarro

"Nagarro has been built over decades by exceptional people. In Persistent, we found a partner with shared values, convictions and complementary strengths: a business with genuine AI and Engineering capabilities, the scale to accelerate Nagarro’s ambitions, and a management culture that earns trust. The offer price represents a significant premium over the current share price adequately reflecting Nagarro’s value. The Supervisory Board supports this transaction with full conviction and will recommend acceptance of the offer subject to a review of the offer document."

Quote from Dr. Anand Deshpande, Founder, Chairman of the Board of Directors and Managing Director, Persistent Systems

"At Persistent, we have always believed that great companies are built over decades, not quarters. They are built by talented people, a strong engineering culture, a willingness to innovate, and by earning clients' trust every single day. Those principles have guided us since 1990. When we got to know Nagarro, what stood out was not just the quality of their business, but the similarity of their values. We saw the same respect for engineering, the same entrepreneurial spirit, and the same commitment to building lasting client relationships. That shared foundation gives us confidence that together we can create something even stronger. AI is reshaping our industry at an unprecedented pace. Success will belong to companies that combine deep technical capability with global reach, while continuing to attract, develop and inspire exceptional people. Together, Persistent and Nagarro will be better positioned to help our clients navigate this new era, create greater opportunities for our teams, and build an organisation that will endure for many years to come."

Quote from Sandeep Kalra, Executive Director and Chief Executive Officer, Persistent Systems

"The next wave of enterprise transformation will be defined by AI, engineering excellence, and global scale. Bringing Nagarro and Persistent together is a defining milestone in our journey to build a global, engineering-led technology services leader. Nagarro is an exceptional strategic and cultural fit for Persistent, with shared values, complementary capabilities, and a common commitment to customer success. This combination strengthens our position in Europe, expands our scale in North America, and enhances our ability to help clients accelerate their AI and digital transformation journeys. Together, we are creating one of the industry's leading AI-led, engineering-driven digital transformation companies, creating greater opportunities for our clients, our people, and all our stakeholders."

A compelling offer for all stakeholders

Persistent and Nagarro have the shared conviction that leading the next decade of AI-led digital engineering requires capabilities and local presence of a different order – and this combination accelerates exactly that, bringing together in a single transaction what would otherwise take decades to build organically.

• Attractive premium. The offer price of EUR 81 per share represents a very attractive premium of ~140% to the undisturbed closing price on June 25, 2026, and ~94% to the three-month volume-weighted average price. Persistent believes this represents full and fair value for Nagarro shareholders. At the same time, the transaction is expected to be cash EPS accretive for Persistent shareholders in the first year of the transaction.

• A growth story for employees. The two businesses are highly complementary, creating a larger, more diversified platform with enhanced growth prospects. Employees on both sides would benefit from broader career opportunities, deeper exposure to state-of-the art technologies, global clients and participation in scaled transformation programs. Persistent operates on a culture that values its employees. Multiple awards establish its priority of creating a good workplace. The combination is all about growth. Accordingly, the BCA reflects strong commitments to employee matters, operations and management: Persistent does not intend to effect an amendment to, or a termination of, any existing shop agreements, collective bargaining agreements or similar agreements. Persistent also confirms its commitment to preserving leadership and culture of Nagarro.

• Stronger outcomes for clients. Persistent’s and Nagarro’s clients would gain access to the combined strength of AI-led engineering platforms and solutions; broader set of partnerships with Hyperscalers, ISVs and frontier labs, global delivery infrastructure at scale, deep enterprise operations, ERP and CX capabilities, strong North American and European presence and vertical expertise. The combined offering creates a single partner with end-to-end capability from AI ambition to measurable outcomes.

Persistent will fund the transaction with committed financing from Barclays. Upon consummation of the transaction, the leverage is expected to remain within conservative limits to meaningfully reduce over a 2-year period.

A transaction built on strategic logic

Persistent, recognised as the fastest-growing IT services brand globally in 2026, has built its business on deep technical expertise and outcome-driven delivery. With over 27,500 employees across 21 countries and 24 consecutive quarters of sequential revenue growth, Persistent has demonstrated consistent execution and the durability of its client relationships. Revenue in the last fiscal year reached ~USD 1.7 billion, representing 17.4% year-on-year growth. Persistent has been consistently recognized for best-in-class corporate governance, meeting the highest international standards of transparency and accountability.

Nagarro brings deep AI and digital engineering expertise across sectors, with approximately EUR 1 billion in CY2025 revenue. Nagarro also holds strong client relationships across Europe, including four of Europe's top five automotive manufacturers. Its digital, ERP and CX capabilities across some of the continent's most complex enterprise environments, and its local engineering culture embedded across 40 countries, were built through decades of sustained presence and quality.

The combination would deliver:

• A global leader in AI-led digital engineering: ~USD 2.9 billion revenue run-rate, 46,000+ employees across 40+ countries – including 37,000+ in India, 3,500+ in North America, and 3,000+ in Europe

• Diversified geographic footprint: USD 1.7 billion+ in North American business complemented by USD 600M+ European business; Persistent’s European revenue share (FY26) would increase from 9% to 22% after combination, creating a balanced revenue profile for Persistent – Nagarro Group with North America accounting for 62% and Rest of World increasing from 10% to 16%.

• End-to-end offering and AI stack: Nagarro’s AI, digital, ERP and CX capabilities complement Persistent’s AI capabilities and comprehensive technology platform portfolio

• New dimension of scale: Combination significantly enhances the Total Addressable Market (TAM) to over USD 1,400 billion, with at-scale presence (USD 500M+ combined revenue) across each of Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), and Technology, Media and Telecommunications (TMT), and strong positions across Industrial (USD 400M+) and Consumer (USD 300M+)

• Deep client franchise: 350+ marquee client relationships, including 4 of the top 5 European automotive firms, 7 of the top 10 US and Indian banks, and 8 of the top 15 healthcare and life sciences companies

• Frontier AI capability: Combination further strengthens the AI Forward Deployed Engineering capabilities, combining both businesses' AI-skilled talent and platforms to accelerate client outcomes in AI-led transformation

• Preserving the strength of two brands. Both companies are well-established, leading brands in the industry. Following the closing of the transaction, the Persistent – Nagarro Group will reflect the essence of both, preserving assets and trust in the market.

Offer Conditions and next steps

The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, inclusive of shares acquired under the binding share purchase agreement with Lantano and the intention by members of Nagarro’s Management Board to tender into the Offer. Persistent expects to launch the Offer after approval of the offer document by BaFin, with closing anticipated in Q4 CY26 / Q1 CY27, subject to regulatory approvals and other customary conditions.

Persistent does not intend to enter into a domination and/or profit and loss transfer agreement (DPLTA) for a duration of two years after closing.

The Offer forms part of a taking-private strategy. 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 in alignment with the Management Board of Nagarro.

The offer document will be prepared and submitted to the German Federal Financial Supervisory Authority (“BaFin”) for review.

J.P. Morgan is acting as sole financial advisor, Freshfields is acting as legal advisor to Nagarro in connection with the transaction. Barclays is acting as sole financial advisor, Hengeler Mueller and Khaitan are acting as legal advisors to Persistent in connection with the transaction.

Disclaimer and forward-looking statements

This press release is neither an offer to purchase nor a solicitation of an offer to sell Nagarro shares. The final terms of the Offer as well as other provisions relating to the Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of Nagarro shares are strongly advised to read the offer document and all other documents relating to the Offer as soon as they have been made public, as they will contain important information. The offer document for the Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet. (...)

Cliq Digital AG: Extension of acceptance period for public partial share repurchase offer until 8 July 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR OTHER COUNTRIES IN WHICH THE DISTRIBUTION OR PUBLICATION COULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

Düsseldorf, 15 June 2026. The management board of Cliq Digital AG ("CLIQ" or the "Company") (ISIN DE000A35JS40) with the approval of the supervisory board of the Company has resolved to extend the acceptance period for its public partial share repurchase offer. The offer covers up to 2,987,012 CLIQ shares at a price of EUR 3.85 per share (the "Repurchase Offer").

The acceptance period, originally scheduled to expire on 15 June 2026 at 24:00 hours (CEST), has been extended to 8 July 2026 at 24:00 hours (CEST). 

The decision to extent the acceptance period was made against the background that several shareholders have informed the Company of practical complications encountered in the process of tendering their CLIQ Shares through their respective custodian banks, as announced by the Company on 9 June 2026.

The extension announcement has been published in the Federal Gazette (https://www.bundesanzeiger.de) and on the Company's website (https://cliqdigital.com/investors/) in the "News & Shareholder Centre" section under "Share Repurchase Offer". The full offer document, containing further details of the Repurchase Offer, is also available there.

AUSTRIACARD HOLDINGS AG: Publication of Offer Document related to DNP’s Voluntary Public Takeover Offer

Vienna, June 12, 2026

AUSTRIACARD HOLDINGS AG (the “Company”), following its previous announcements of May 13, 2026 in relation to Dai Nippon Printing Co., Ltd’s ("DNP" or the "Bidder") intention to make a voluntary public takeover offer (the “Offer”), hereby announces that the Bidder has submitted the official offer document (“Offer Document”) to the Company, after its review by the Austrian Takeover Commission. The Offer Document will be published on the Federal Electronic Announcement and Information Platform (EVI, available at https://www.evi.gv.at/), as well as on the websites of the Bidder (www.global.dnp/index.html), the Company (www.austriacard.com) and the Austrian Takeover Commission (http://www.takeover.at). The Offer Document will be also available free of charge in printed form at the registered office of Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna, during regular business hours. Raiffeisen Bank International AG will act as payment and settlement agent.

ABOUT AUSTRIACARD HOLDINGS 

AUSTRIACARD HOLDINGS AG leverages over 130 years of experience in information management, printing, and communications to deliver secure and transparent experiences for its customers. They offer a comprehensive suite of products and services, including payment solutions, identification solutions, smart cards, card personalization, digitization solutions, and secure data management. ACAG employs a global workforce of 2,360 people and is publicly traded on both the Euronext Athens and Vienna Stock Exchanges under the symbol ACAG.

Commerzbank Aktiengesellschaft: Commerzbank recommends critical assessment of UniCredit’s potentially misleading information regarding the support of its tender offer

- UniCredit’s filing does not reflect equivalent ownership, voting rights or control, as directly held shares, derivative positions and tendered shares should not be interpreted as aggregate position

- According to data available to Commerzbank, the reported 7.58% in tendered shares are largely directly or indirectly linked to UniCredit's derivative counterparties – not independent investors.

- The current implied offer price being below Commerzbank’s current share price provides no economic rationale for shareholders to tender their shares

- Commerzbank has requested BaFin to review the matter

- Commerzbank recommends not to draw definitive conclusions on ownership or shareholder support until the facts are fully assessed

Commerzbank AG has taken note of UniCredit’s most recent report regarding the acceptance of its takeover offer published on 2 June 2026. In Commerzbank’s view, the most recent figures communicated by UniCredit are misleading without supporting explanations and give rise to the suspicion of actions that create a false impression of an artificially inflated position that needs to be investigated. As a result of UniCredit’s filings, public discussion has increasingly combined directly held shares, tendered shares, derivative positions and other forms of economic exposure, with some reporting listing aggregate figures exceeding 50%. However, these categories are fundamentally different, seem to include double counting and should not be treated as interchangeable.

According to UniCredit’s own disclosures, approximately 27% of Commerzbank shares are currently held directly. The remaining reported positions largely relate to tendered shares and derivative instruments, and should not be interpreted as reflecting equivalent levels of physical share ownership, voting rights or control. Three factors warrant clarification:

No visibility of market-standard hedging of derivatives

Based on ownership information provided by the custodian banks to Commerzbank, investment banks and capital markets intermediaries identified as counterparties in connection with UniCredit’s reported derivative positions collectively hold only a limited proportion of actual Commerzbank shares as a hedge against their derivates. As a result, a substantial number of additional shares would still need to be acquired from existing shareholders in the market before ownership levels corresponding to those currently discussed in public commentary could be achieved.

Tendered shares stem largely from UniCredit derivative counterparties

The recently reported tendered shares in the aggregate volume of 7.58% raise significant questions regarding their economic origin and interpretation. Based on the provided information, no tendering of a single institutional investor could be identified yet and the sum of all retail tendering totals to a shareholding of around 0.05% only. The overall tendered volume largely stems from banks and related entities, some of which are notified derivative counterparties of UniCredit such as Nomura with 2.06%. Against this background, the provided data indicates that contrary to statements by UniCredit the reported tendered shares cannot be regarded as evidence of independent shareholder support for the offer.

Rationale of tendering banks highly unclear

It is notable that significant tender activity has occurred despite the fact that Commerzbank shares have been constantly trading above the implied value of the offer consideration. Moreover, such tenders are very unusual in the middle of the offer period. Further transparency by respective market participants is hence required regarding the economic incentives, arrangements and relationships underlying the aforementioned tenders.

Commerzbank asking for probe by supervisory authority

Given the significant market and regulatory implications of these issues and the significant concerns raised by  its shareholders, Commerzbank is providing the German Federal Financial Supervisory Authority (BaFin) with relevant publicly available information as well as its own analysis and findings and supports a comprehensive review of the relevant facts to provide the market with a complete information picture. Transparency and careful supervisory assessment are in the interests of all market participants, shareholders and stakeholders. This is particularly important in the context of an ongoing offer process, in which shareholders should be able to make decisions on the basis of complete, accurate and properly contextualised information. Commerzbank recommends that market participants and investors refrain from drawing definitive conclusions regarding ownership positions, influence, control or the ultimate level of shareholder support for the offer until the relevant facts have been fully assessed and appropriately disclosed. Commerzbank also encourages institutional investors to review and reconsider the share lending activities of their custodians given their potential usage in tendering.