PSI Software (PSAN) Investor Update summary

Transaction highlights

• Warburg Pincus will launch a voluntary public takeover offer at €45 per share, representing an 84% premium to the undisturbed share price and a 63% premium to the 3-month VWAP.

• Irrevocable undertakings from anchor shareholders totaling 28.5%, with E.ON retaining its 17.77%–18% stake and supporting the agreement.

• Management and Supervisory Boards intend to support and recommend acceptance of the offer.

• The offer values the company at approximately €702 million equity value and €750 million enterprise value.

• Minimum acceptance threshold is 50% plus one share, including E.ON’s stake.

Strategic rationale and partnership

• Warburg Pincus is recognized as a strong growth investor with expertise in software and energy sectors.

• The partnership aims to accelerate SaaS transformation, cloud-native solutions, and global expansion.

• Warburg Pincus will provide funding for organic growth and M&A, supporting consolidation in the energy and industrial software market.

• Commitment to maintain current management, employee positions, and headquarters in Berlin.

• Both parties emphasize continuity, growth, and safeguarding stakeholder interests.

Offer details and financials

• Offer price of €45 per share, with a strong EBIT multiple of nearly 41.

• The transaction is fully funded with equity and debt financing.

• No domination or profit and loss transfer agreement for two years post-closing; delisting of shares is contemplated.

• Squeeze-out planned if conditions are met, aiming for Warburg Pincus to own all outstanding shares.

• The final offer document will be published after BaFin approval, with a joint Reasoned Statement from the boards.