Khaitan & Co, Hengeler Mueller, Freshfields act on Persistent's $1.4 billion acquisition of Nagarro

Persistent Systems Limited has acquired 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, in a transaction valued at ~$1.4 billion.

Under the transaction, Lantano Beteiligungen GmbH has agreed to sell its entire 21% stake in Nagarro SE to Persistent at the offer price of EUR 81 per share. Concurrently, Persistent 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, following the execution of a Business Combination Agreement among Persistent and Nagarro SE.

Khaitan & Co advised Persistent on this transaction. The Firm advised on structuring the transaction; reviewing the share purchase agreement and other definitive documents; reviewing and negotiating the bridge financing arrangements, including the acquisition facility agreement and related security documentation; coordinating with German legal counsel (Hengeler Mueller) and other international advisors; transaction-related secretarial and legal compliance work; advising on Indian foreign exchange laws and FEMA compliance; advising on SEBI regulatory requirements; advising on competition law and merger control aspects; and advising on tax-related aspects of the transaction.

The core team consisted of Haigreve Khaitan (Managing Partner), Sharad Abhyankar (Partner), Abhishek Dadoo (Partner), Bhavya Bhankharia (Principal Associate), Murugaveni Pillai (Principal Associate), and Priyal Reddy (Senior Associate) with assistance from the following:

Advised on the bridge financing arrangements and financing documentation in connection with the acquisition, including the acquisition facility provided by Barclays to the acquirer and the security granted by Persistent in support of such facility: Manisha Shroff (Partner), Mohit Nad (Counsel), Khushboo Ketan Damakia (Senior Associate), and Anushka Sinha (Senior Associate), Satyawati Sinha (Associate).

Advised on the Indian foreign exchange regulatory aspects of the transaction, including FEMA compliance: Moin Ladha (Partner), Charu Singh (Principal Associate), and Shrudula S Murthy (Associate).

Advised on SEBI-related aspects of the transaction: Gaurang Mansinghka (Senior Associate).

Assisted with various other transaction-related workstreams in connection with the acquisition: Rishika Jain (Associate), Palak Sanjeev Sheth (Associate) and Gauri Jindal (Associate).

Advised on the competition law and merger control aspects of the transaction: Anshuman Sakle (Partner), Siddharth Pravin Bagul (Principal Associate).

Advised on the tax-related aspects of the transaction: Rahul Jain (Partner), Vishakha Ranga (Associate), and Krishnal Agrawal (Associate).

Hengeler Mueller, the German counsel for Persistent, advised comprehensively on the transaction and the financing of the voluntary takeover offer.

The transaction team was led by Lucina Berger (Partner), Oda Christiane Goetzke (Partner), with support from Associates Susanne Marie Struth, Jonas Drögemüller, Laura Esmaty, Lukas König, Michael Mertel, Yero Sy. The following provided support:

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 on this transaction. The Firm advised on all corporate, capital markets and regulatory law aspects of this landmark transaction for the AI industry. Freshfields is also advising members of the Management Board of Nagarro on all corporate and capital markets law topics who intend to tender their privately held blocks of shares into the public takeover offer.

The transaction team is led by Christoph H. Seibt (Partner), with support from Jean Mohamed (Principal Associate). The following provided support:

Corporate/M&A and Capital Markets: Associates Jan-Willem Koldehofe, Alexandra Harf, Felix Schüßler.

Antitrust: Dominic Divivier (Partner), Uwe Salaschek (Partner), Malte Symann (Principal Associate), Philipp Dimas (Associate).

Employment Law: Judith Römer (Partner) and Severin Pretzel (Associate).

Data Protection: Philipp Roos (Counsel), Vincent Fischer (Associate).

Finance: Robin Helmke (Partner), Judith Bremer (Associate).

Nagarro is receiving in-house legal advice on the public takeover transaction is from Alexander Gebert (Director Group Legal & Compliance) and Anne Kurschewitz (Corporate Legal Counsel).

This is one of the largest cross-border M&A transactions in the IT services sector (total deal value of ~USD 1.4 Billion) involving an Indian acquirer in 2026; and the first significant public-to-public acquisition by an Indian IT company of a German listed entity.

The acquisition 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.

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