PSI Software SE Board Recommends Acceptance of Warburg Pincus Takeover Offer
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Berlin, November 28, 2025 – The Executive and Supervisory boards of PSI Software SE today issued a joint statement recommending that shareholders accept the voluntary public takeover offer from Warburg Pincus, a global growth equity firm. The offer, representing a notable premium, has been deemed fair, appropriate, and attractive by the company’s leadership.
Strategic Partnership & Offer details
did you know? – The offer from Zest Bidco GmbH values PSI shares at EUR 45.00 each. This price reflects an approximately 84% premium over the XETRA closing price on October 8, 2025, and a 63% premium over the three-month average price prior too that date.
“The partnership with Warburg Pincus marks a pivotal moment in our growth story,” stated Robert Klaffus, CEO of PSI, in a company release. “Together we are accelerating our transformation into a leading provider of software-as-a-service and cloud-based solutions and industrial AI. The offer demonstrates strong confidence in our strategy and our future and is in the best interests of our shareholders, employees, customers and all stakeholders.”
Autonomous Assessment & Fairness Opinion
Pro tip: – Goldman Sachs delivered a fairness opinion confirming the appropriateness of the EUR 45.00 per share price. The Boards emphasized the offer allows shareholders to realize a substantial portion of PSI’s future value potential while mitigating implementation risks.
Uwe hack, Chairman of the Supervisory Board, added, “After a comprehensive review of the strategic and financial aspects, we are convinced that this offer represents an excellent possibility for PSI and its shareholders. The proposed price attractively reflects the value and potential of PSI.”
Key Dates & Next Steps
Reader question: – The acceptance period for the offer began on November 17, 2025, and will conclude on December 15, 2025, at midnight CET. Completion, contingent upon regulatory approvals, is anticipated in the first quarter of 2026.
The acceptance period for the offer began on November 17, 2025, and will conclude on december 15, 2025, at midnight CET. Shareholders can submit their acceptance through their respective depository banks.The offer has already surpassed the minimum acceptance threshold of 50% plus one share.
Completion of the transaction, contingent upon regulatory approvals – including merger and investment controls – is anticipated in the first quarter of 2026. Following the completion of the offer,Warburg Pincus intends to delist PSI shares,a move supported by the Board of Directors pending legal review. A delisting could potentially limit future liquidity for remaining shareholders.
Looking ahead
The Boards acknowledge that each shareholder must independently assess the offer and its implications. They have also agreed to a two-year restriction on entering into control or profit transfer agreements following the offer’s completion.The complete joint reasoned statement is available on the PSI website at www.psi.de/uebernahmeangebot-warburg-pincus and can be obtained by contacting PSI Investor Relations at kpierschke@psi.de.
PSI Software SE develops software solutions for optimizing energy and material flows in utilities and industrial sectors, employing over 2,300 employees and leveraging AI-driven optimization processes since 1969. Warburg Pincus, managing over $85 billion in assets, has a long history of growth investing, with a portfolio of over 215 companies globally.