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The board of Persistent Systems at its meeting held on 26 -27 June 2026 has approved the following: - The establishment of Galaxy Germany Holding SE as a wholly owned subsidiary of the company, by way of acquiring its 100% stake through the local consultant in Germany. The entity currently has no operational business and is acquired to serve as a strategic vehicle for pursuing potential M&A opportunities in the European region. - The acquisition of the shareholding of Nagarro SE, a listed entity in Germany (target company) from its largest shareholder namely Lantano Beteiligungen GmbH, a German entity (represented by Carl-Georg D'rschmidt). In line with this objective and as mentioned above, the company has acquired Galaxy Germany Holding SE, as its wholly owned subsidiary in Germany, on 26 June 2026, to serve as a strategic vehicle for pursuing potential M&A opportunities in the European region. Subsequently, Galaxy Germany Holding SE has entered into a share Purchase Agreement with Lantano Beteiligungen GmbH on 26 June 2026 for the acquisition of 21% shareholding (excluding treasury shares) of Nagarro SE, a listed entity in Germany (target company/ Nagarro) subject to the satisfaction of customary closing conditions and requisite regulatory approvals. Nagarro is a Munich-headquartered leader in digital engineering with ~18,500 employees across 40+ countries, deep roots in industrial, consumer, TMT and BFSI verticals and a total revenue of EUR 1 billion (CY25). Persistent - Nagarro Group forms 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. - The board also approved providing the corporate guarantee up to EUR 1,540,000,000 to Barclays Bank PLC in favour of Galaxy Germany Holding SE, a wholly owned subsidiary of the Company to secure the bridge financing facility. The bridge financing is proposed to be utilised by Galaxy Germany Holding SE to settle the applications to be received in the voluntary public takeover offer and for the separate sale and purchase of 21% shares (excluding treasury shares) of the target company from Lantano Beteiligungen GmbH and potentially support the target company with refinancing its debt, and other transaction-related requirements and expenses.
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