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PSI Software (PSAN) investor relations material
PSI Software Investor Update summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
Transaction highlights and offer details
Warburg Pincus (Zest BidCo GmbH) will launch a voluntary public takeover at €45 per share, representing an 84% premium to the undisturbed share price and valuing the company at approximately €702 million equity and €750 million enterprise value.
Irrevocable undertakings from key shareholders total 28.5% of share capital, with E.ON retaining its 17.77%–18% stake and supporting the partnership.
Management and Supervisory Boards support the offer and intend to recommend acceptance to all shareholders.
The offer is subject to a minimum acceptance threshold of 50% plus one share, including E.ON’s stake, with closing expected in H1 2026 and delisting contemplated if commercially reasonable.
No domination or profit and loss transfer agreement will be entered into for two years post-closing, ensuring management independence.
Strategic rationale and partnership
Warburg Pincus is recognized as a strong growth investor with expertise in software and energy, fully supporting the PSI Reloaded strategy and aiming to accelerate transformation to SaaS, cloud-native solutions, and global expansion.
The partnership will focus on process harmonization, international expansion, and driving consolidation in the industrial software market, with funding for organic growth and M&A.
Warburg Pincus’s local presence in Berlin and strong engagement are seen as key advantages for close collaboration and strategic alignment.
Commitment to maintain current management, headquarters in Berlin, and the integrity of four business units and employee positions.
The collaboration aims to strengthen market position in the Americas, Europe, and Asia, supporting PSI’s ambition to become a global leader in energy and industrial software.
Process and shareholder considerations
Three financial investors participated: Warburg Pincus, Thoma Bravo, and Hg Capital; no strategic investors were involved.
The offer is open to all shareholders, including employees, with individual decisions on participation.
Squeeze-out is planned if conditions are met, aiming for full ownership except for E.ON.
The decision to partner with Warburg Pincus was based on valuation, strategic fit, and other compelling factors, not solely price.
The final offer document will be published after BaFin approval, with a joint Reasoned Statement from the boards to follow.
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