RCS - PSI Software SE - PSI Software SE Investment Agreement

PSI Software SEAnnouncement

13/10/2025 08:00

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RNS Number : 0796D  PSI Software SE  13 October 2025

 PSI Software SE / Key word(s): Tender Offer

PSI Software SE enters into Investment Agreement with Warburg Pincus to
 accelerate growth; public takeover offer announced

13.10.2025 / 08:00 CET/CEST

The issuer is solely responsible for the content of this announcement.

PSI Software SE enters into Investment Agreement with Warburg Pincus to
 accelerate growth; public takeover offer announced

 ·      Warburg Pincus to launch a voluntary public takeover offer to all
 shareholders of PSI at a price of EUR 45.00 per share in cash, representing an
 attractive premium of 84 percent to the undisturbed closing share price and 63
 percent to the undisturbed three-month volume-weighted average share price -
 both as of October 08, 2025

 ·      PSI welcomes new strategic partner to accelerate its development
 and growth in the global energy and industrial software market as well as its
 transformation towards Software-as-a-Service (SaaS), cloud-native solutions

 ·      Management Board and the Supervisory Board of PSI support the
 offer

 ·      Warburg Pincus has already secured 28.5 percent of PSI's total
 share capital from its anchor shareholders

 ·      E.ON will retain its 17.77 percent shareholding in PSI and
 continue to support PSI as strategic investor

 Berlin, October 13, 2025 - PSI Software SE ("PSI" or the "Company") (Prime
 Standard, ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), a leading global
 provider of energy and industrial software for the control and optimization of
 complex systems and processes, 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.

In this context, Warburg Pincus has announced its intention to make a
 voluntary public takeover offer (the "Offer") for all outstanding shares of
 PSI. The Bidder 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 of PSI shares and has entered into a non-tender agreement with Warburg
 Pincus. E.ON and Warburg Pincus also entered into a framework agreement which
 governs their relationship and future collaboration with PSI and its
 management team. Furthermore, E.ON is a party to 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.

Robert Klaffus, Chief Executive Officer (CEO) of PSI, said: "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."

Max Fowinkel, Managing Director and Head of Europe Technology, and Ryan
 Dalton, Managing Director, Warburg Pincus, commented: "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."

Warburg Pincus supports PSI's ongoing development and commits to accelerating
 growth

PSI's software solutions help customers improve efficiency, resilience, and
 sustainability, whether in energy grids, production lines, or supply chains.

As set out in the Investment Agreement, the strategic partnership with Warburg
 Pincus will support PSI in its ongoing development and the implementation of
 its current business strategy. This includes, among others, enhancing PSI's
 position as a leading grid software company with its modular, scalable, and
 secure platform, the "Control System of the Future".

Warburg Pincus has committed 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.

Additionally, Warburg Pincus aims to provide funding for both organic growth
 and M&A activities, enabling PSI to become a driving force in the ongoing
 consolidation in the energy and industrial software market.

Warburg Pincus has significant experience and expertise in global software,
 energy and power investing. As part of the Investment Agreement, Warburg
 Pincus 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 ("DPLTA") for two years after closing of the Offer. 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.

PSI's Management Board and Supervisory Board intend to support the Offer in a
 joint Reasoned Statement to be published pursuant to section 27 of the German
 Securities Acquisition and Takeover Act ("WpÜG"), as they currently consider
 the transaction to be in the best interest of the Company, its shareholders,
 employees, and other stakeholders - subject to the review of the Offer
 Document still to be published by the Bidder following approval by the German
 Federal Financial Supervisory Authority ("BaFin") and subject to the fiduciary
 duties of the members of the Management Board as well as the Supervisory
 Board.

Key terms of the Offer

The Bidder will offer shareholders of PSI EUR 45.00 per share in cash. This
 Offer price represents an attractive premium of 84 percent to the XETRA
 closing share price of PSI on October 08, 2025, the last undisturbed share
 price prior to the ad-hoc release of PSI on October 09, 2025, that the Company
 is in advanced discussions with three parties, and 63 percent to the
 undisturbed three-month volume-weighted average share price prior to October
 09, 2025. Based on this Offer price, the total equity value will be
 approximately EUR 702 million.

The Offer will be subject to a minimum acceptance threshold of 50 percent plus
 one share with the shares owned by E.ON being considered for purposes of such
 threshold and usual Offer conditions, including the receipt of regulatory
 clearances with closing expected in H1 2026.

The transaction is fully funded with equity and debt financing in place.

The final terms and conditions will be set out in the Offer Document, which is
 subject to permission by BaFin. The Offer Document (once available) and other
 information relating to the 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.

PSI Software SE will host an analyst and investor call in English on October
 13, 2025, at 10:30 AM (CEST).

Advisors

Goldman Sachs Bank Europe SE is acting as financial advisor and Linklaters LLP
 is acting as legal advisor to PSI Software SE. JP Morgan is acting as
 financial advisor and Kirkland & Ellis International LLP is acting as
 legal advisor to Warburg Pincus.

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. www.psi.de

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 $86 billion in assets under
 management, and more than 220 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 offices in Amsterdam, Beijing,
 Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San
 Francisco, São Paulo, Shanghai, and Singapore. For more information, please
 visit www.warburgpincus.com or follow us on LinkedIn.

Contact

PSI Software SE

Karsten Pierschke

Leiter Investor Relations und Konzernkommunikation

+49 30 2801-2727

KPierschke@psi.de

Warburg Pincus

Alice Gibb

Director - Head of Communications, Europe

+44 20 7306 3090

alice.gibb@warburgpincus.com

Katharina Gebsattel

Communications

+49 172 7186 857

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 will be 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 will
 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.

13.10.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News
 - a service of EQS Group.

The issuer is solely responsible for the content of this announcement.

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
 EQS News ID:  2211562

 

 

 End of News  EQS News Service

 

2211562  13.10.2025 CET/CEST

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