- Joint reasoned statement of Management Board and Supervisory Board published
- Offer price of EUR 45.00 per PSI share considered to be fair, reasonable and attractive
- Management Board and Supervisory Board support the strategic partnership and recommend shareholders to accept the offer
Berlin, November 28, 2025 – The Management Board and Supervisory Board of PSI Software SE (“PSI” or the “Company”) published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”) on the voluntary public takeover offer of Zest Bidco GmbH (the “Bidder”), a holding company indirectly controlled by funds managed by Warburg Pincus LLC (together “Warburg Pincus”), to shareholders of PSI.
After careful and independent review of the offer document published by Warburg Pincus on November 17, 2025, the Management Board and the Supervisory Board of PSI reaffirm their support and recommend shareholders of PSI to accept the voluntary public takeover offer.
The boards welcome the Bidder's objectives and intentions for the further strategic development of PSI as described in the offer document, as well as the fact that important interests of PSI and its key stakeholders are safeguarded in the Investment Agreement.
Based on their assessments and taking into account the Company’s strategy, financial planning and the highly competitive bidding process from which the Bidder's offer emerged, the Management Board and Supervisory Board are of the opinion that the offer price of EUR 45.00 per PSI share is fair, reasonable and attractive.
The offer price represents an attractive premium of approx. 84 percent to the XETRA closing share price of PSI shares on October 08, 2025, the last undisturbed closing share price prior to media coverage of takeover speculations of PSI on October 09, 2025, and approx. 63 percent to the undisturbed three-month volume-weighted average share price prior to that date.
In the opinion of both boards, the offer price is highly attractive compared to historical stock market prices of PSI shares and allows shareholders to immediately and upfront realize a substantial portion of PSI’s future value potential outside capital markets, without having to bear execution risks and temporary effects associated with the Company’s ongoing transformation. In assessing the financial adequacy of the offer price, the Management Board and Supervisory Board have been advised by Goldman Sachs Bank Europe SE as financial advisor who has issued an opinion confirming the fairness of the offer price which is attached to the joint reasoned statement.
Robert Klaffus, Chief Executive Officer (CEO) of PSI, said: “Partnering with Warburg Pincus marks a pivotal moment in our growth journey. Together, we are accelerating our transformation into a leading provider focused on Software-as-a-Service, cloud-native solutions, and Industrial AI. This offer demonstrates strong trust in our strategy and future, and is in the best interest of our shareholders, employees, customers, and all stakeholders.”
Uwe Hack, Chairman of the Supervisory Board of PSI, said: “Following a comprehensive review of the strategic and financial aspects, we are confident that this offer represents a great opportunity for PSI and its shareholders. The proposed price is an attractive reflection of PSI’s value and potential.”
The Management Board and Supervisory Board point out that, regardless of this recommendation, each PSI shareholder must make their own decision as to whether and, if so, for how many PSI shares they will accept the offer, taking into account the overall circumstances, their individual circumstances and their personal assessment of the possible future development of the value of PSI and the stock market price of PSI shares.
The acceptance period for the offer, during which PSI shareholders can tender their shares, has commenced with the publication of the offer document on November 17, 2025 and will end on December 15, 2025, 24:00 CET. PSI shareholders may accept the offer of the Bidder via their respective depositary banks. The detailed terms and conditions of the offer are described in the offer document which is available on www.offer-power.com.
The offer is subject to a minimum acceptance threshold of 50 percent plus one share at the expiry of the acceptance period, which the Bidder has already reached. The closing of the public takeover offer is also subject to the offer conditions – the granting of foreign investment and merger control clearances. Closing of the transaction is expected in Q1 2026.
Warburg Pincus intends a delisting of PSI shares following the closing of the offer. The Management Board of PSI supports such delisting, subject to its fiduciary duties. A delisting may impact remaining PSI shareholders in their ability to sell their shares in the future. Further, 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 joint reasoned statement of the Management Board and the Supervisory Board of PSI is available free of charge at PSI Software SE, Investor Relations, Dircksenstraße 42-44, 10178 Berlin, Germany, or by email to kpierschke@psi.de. It has also been published on PSI’s website at www.psi.de/takeover-offer-warburg-pincus.
Please kindly note that only the joint reasoned statement of the Management Board and the Supervisory Board is authoritative. This press release does not constitute an explanation or supplement to the contents of the joint reasoned statement.
About PSI
The PSI Group develops software products for optimizing the flow of energy and materials for utilities and industry. As an independent software producer with more than 2,300 employees, PSI has been a technology leader since 1969 for process control systems that ensure sustainable energy supply, production and logistics by combining AI methods with industrially proven optimization methods. The innovative industry products can be operated on-premises or in the cloud.
About Warburg Pincus
Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than 85 billion US-Dollar in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies. The firm is headquartered in New York with more than 15 offices globally. For more information, please visit https://www.warburgpincus.com or follow us on LinkedIn.
Contact:
PSI Software SE
Karsten Pierschke
Head of Investor Relations and Corporate Communications
Phone +49 30 2801-2727
E-Mail: KPierschke@psi.de
Warburg Pincus
Alice Gibb
Director - Head of Communications, Europe
Phone +44 (0)20 7306 3090
E-Mail: alice.gibb@warburgpincus.com
Katharina Gebsattel
Communications
Phone +49 172 718 68 57
E-Mail: katharina.gebsattel@warburgpincus.com
Legal Disclaimer
This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of PSI Software SE. The public takeover offer itself as well as its terms and conditions and further information relating to the public takeover offer is published in the offer document of Warburg Pincus. Investors and shareholders of PSI Software are advised to carefully read the offer document and all other documents relating to the public takeover offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they contain important information. PSI Software SE shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the takeover offer.
Forward-Looking Statements
This publication may contain forward-looking statements based on current assumptions and forecasts made by PSI Software. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in PSI Software’s public reports which are available at https://www.psi.de/en/company/investor-relations/reports. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
