Warburg Pincus has announced a voluntary public takeover offer for PSI Software SE, proposing to acquire all outstanding shares at EUR 45.00 per share in cash. This offer represents an 83.7% premium over the Xetra closing share price on October 8, 2025, and a 62.6% premium over the three-month volume weighted average price before October 9, 2025.
The investment firm has secured commitments for approximately 28.5% of PSI shares from key anchor shareholders who will sell their holdings as part of the offer. One of these shareholders will partially reinvest proceeds equal to about 5.8% of PSI’s total share capital alongside Warburg Pincus into the holding structure.
E.ON Verwaltungs GmbH, currently holding around 17.8% of PSI shares and acting as a significant customer and investor, will retain its stake and has entered into a non-tender agreement with Warburg Pincus. E.ON and Warburg Pincus have also signed a framework agreement governing future collaboration with PSI and its management team.
Warburg Pincus intends to delist PSI from the stock exchange following settlement of the offer, with support from PSI’s Management Board. The firm has committed not to enter into a domination and profit and loss transfer agreement with PSI for two years after completion of the transaction.
Robert Klaffus, Chief Executive Officer (CEO) of PSI, stated:
"Building on decades of experience and a strong European foundation, PSI is transforming into a high-performance software company focused on Software-as-a-Service (SaaS), cloud-native solutions and Industrial AI. Global trends such as decarbonization, electrification, automation and digitalization, as well as the increasing complexity of industrial systems are creating powerful momentum for software-driven innovation. Partnering with Warburg Pincus provides the experience, financial strength, and operational backing needed to accelerate the execution of our growth strategy. Together we can realize our ambition to establish PSI as a global powerhouse in energy and industrial software."
Norman Rentrop, anchor shareholder of PSI, commented:
"As a long-term, value-driven investor, I am pleased that a strong consortium of shareholders is being formed with Warburg Pincus and E.ON, which, together with the management team, will drive PSI's next phase of development. I remain closely connected to the company and am confident that PSI is headed for a very successful future."
Max Fowinkel, Managing Director and Head of Europe Technology at Warburg Pincus; Ryan Dalton, Managing Director at Warburg Pincus added:
"We are delighted to partner with PSI to further strengthen its position as a leading global energy and industrial technology platform. With our deep experience in software and energy, as well as a strong track record in take-private transactions, we believe Warburg Pincus is the right partner to support the next phase of PSI's growth."
The offer is subject to approval by Germany’s Federal Financial Supervisory Authority before publication according to German securities law requirements. Acceptance requires at least 50% plus one share tendered along with standard regulatory clearances regarding antitrust rules and foreign investment controls.
Further details about this transaction will be available on https://www.offer-power.com once published.
J.P. Morgan serves as lead financial advisor while Kirkland & Ellis International LLP acts as lead legal advisor for Warburg Pincus.
Warburg Pincus LLC manages more than USD 86 billion in assets across over 220 active portfolio companies worldwide in private equity, real estate investments, and capital solutions strategies; it operates globally from headquarters in New York City with offices across major international markets including Berlin.
For more information about Warburg Pincus visit https://www.warburgpincus.com.