Takeover offer Warburg Pincus

On October 13, 2025, PSI Software SE (“PSI”) signed an Investment Agreement with Warburg Pincus LLC (“Warburg Pincus”) to enter into a long-term strategic partnership. In this context, Warburg Pincus announced its intention to make a voluntary public takeover offer for all outstanding shares of PSI. The Offer will provide for a cash consideration of EUR 45.00 per share. Warburg Pincus has signed share purchase agreements and irrevocable undertakings with anchor shareholders representing approximately 28.5 percent of PSI’s total share capital. One of these anchor shareholders will reinvest part of its proceeds alongside Warburg Pincus into the holding structure. E.ON Verwaltungs GmbH (“E.ON”), PSI’s second-largest shareholder and an important customer, will remain invested and continue to support PSI as a strategic partner.

The signed Investment Agreement defines the framework for the strategic partnership with Warburg Pincus. Under the terms of the agreement, Warburg Pincus fully supports PSI’s ongoing development and current growth strategy, including the ongoing “PSI reloaded” program, and has committed to maintaining the existing management team, safeguarding employee positions, and ensuring the management team’s independence in all business decisions. PSI’s headquarters and corporate seat will remain in Berlin. Warburg Pincus wants to strengthen PSI’s market position and support its international expansion, particularly into the Americas, Europe, and Asia, as well as to drive internal efficiency programs through standardization of processes and consequent internal digitalization.

Warburg Pincus will submit the final terms and conditions of the Offer to the German Federal Financial Supervisory Authority (BaFin) in the form of an Offer Document in the coming weeks. The Offer Document (once available) and all other information relating to the takeover offer will be made available by Warburg Pincus on the following website: www.offer-power.com. 

After publication, the Management Board and Supervisory Board will carefully review the Offer Document in accordance with their legal obligations and submit a joint reasoned statement.

The acceptance period will begin upon publication of the Offer Document, during which PSI shareholders will have the opportunity to tender their shares.

Once Warburg Pincus has published the Offer Document and the acceptance period officially begins, PSI shareholders will be notified by their custodian banks. These notifications, as well as information provided on the Offer website (www.offer-power.com), will outline all relevant steps and requirements for tendering shares. The offer price of EUR 45.00 per share in cash represents an attractive premium of 84 percent to PSI’s undisturbed XETRA closing share price on October 8, 2025, and 63 percent to the undisturbed three-month volume-weighted average share price prior to October 9, 2025. Ultimately, each shareholder must decide individually whether they consider the offer attractive, as this depends on several individual factors.

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.

The Bidder contemplates a delisting of PSI shares following the closing of the Offer. PSI intends to support such delisting, subject to its review and fiduciary duties of the Management Board.

The final terms and conditions of the Offer will be set out in the Offer Document, which is subject to approval by BaFin. Once available, the Offer Document and other information relating to the takeover offer will be published on: www.offer-power.com.