EQS-Ad-hoc: PSI Software SE / Key word(s): Tender Offer
PSI Software SE enters into Investment Agreement with Warburg Pincus; public takeover offer announced
13-Oct-2025 / 02:20 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.
PSI Software SE enters into Investment Agreement with Warburg Pincus; public takeover offer announced
Berlin, October 13, 2025 – PSI Software SE (“PSI” or the “Company”) (ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), and Zest BidCo GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (collectively “Warburg Pincus” or the “Bidder”) have signed an investment agreement (the “Investment Agreement”) on October 12, 2025 to enter into a strategic partnership supporting the long-term growth of PSI.
As a result of the Investment Agreement, Warburg Pincus has announced its intention to make a voluntary public takeover offer (the “Offer”) for all outstanding shares of PSI Software SE. Warburg Pincus announces offering a cash consideration of EUR 45.00 per PSI share.
Warburg Pincus signed share purchase agreements and irrevocable undertakings with anchor shareholders, representing approximately 28.5 percent of PSI’s total share capital, of which one anchor shareholder will partially reinvest its proceeds alongside Warburg Pincus into the holding structure.
E.ON Verwaltungs GmbH (“E.ON”) as the current second largest shareholder and important customer of PSI, will retain its current shareholding of 17.77 percent and has entered into a non-tender agreement and framework agreement with Warburg Pincus. Furthermore, E.ON is a party of the Investment Agreement and qualifies as person acting jointly with Warburg Pincus for purposes of the Offer.
The Management Board and the Supervisory Board of PSI support the Offer and intend, subject to their review of the Offer Document yet to be published by Warburg Pincus as part of their fiduciary duties, to recommend the acceptance of the Offer to PSI’s shareholders.
As set out in the Investment Agreement, the Bidder commits to support the current growth strategy, including maintaining the existing management team, and safeguarding employee positions. The company’s headquarters and corporate seat in Berlin shall be maintained. The parties have agreed not to enter into a domination and/or profit and loss transfer agreement for two years after closing of the Offer. The Bidder contemplates a delisting of PSI shares following the closing of the Offer. PSI intends, subject to its review and fiduciary duties of the Management Board, to support such delisting.
The Offer will be subject to usual Offer conditions, including the receipt of regulatory clearances. There will be a minimum acceptance threshold of 50 percent plus one share. Closing is expected in H1 2026.
Contact:
PSI Software SE
Karsten Pierschke
Head of Investor Relations and Corporate Communications
Dircksenstraße 42-44
10178 Berlin
Germany
Phone +49 30 2801-2727
E-Mail: KPierschke@psi.de
End of Inside Information
13-Oct-2025 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.eqs-news.com
Language:
English
Company:
PSI Software SE
Dircksenstraße 42-44
10178 Berlin
Germany
Phone:
+49 (0)30 2801-0
Fax:
+49 (0)30 2801-1000
E-mail:
ir@psi.de
Internet:
www.psi.de
ISIN:
DE000A0Z1JH9
WKN:
A0Z1JH
Listed:
Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
PSI Software SE, formerly PSI Software AG, is a Germany-based company that develops and integrates software for energy suppliers, manufacturers, and infrastructure operators. It operates through three segments. The Energy Management segment serves utility companies in the electricity, gas, oil, water, district heating and combined energy sectors, and focuses on solutions for grid management, energy storage, energy trading and virtual power plants. The Production Management segment provides software for production planning, production control and logistics for the metal industry, machinery and plant engineering, the automotive industry, and logistics. The Infrastructure Management segment develops control system software for the operation of infrastructure in the areas of rail and road transport and public safety with focus on operation-control technology, depot management and safety and telematics applications.
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