News
PSI Software SE and Warburg Pincus enter into an Investment Agreement; Warburg Pincus announces Public Takeover Offer Oct 13, 2025
PSI Software SE and Warburg Pincus enter into investment agreement setting out terms of their strategic partnership to strengthen PSI's market position and accelerate its growth in the energy and industrial software market.
Warburg Pincus announces voluntary public takeover offer at EUR 45.00 per PSI share in cash; representing highly attractive premium of 83.7% to the Xetra closing share price on 8 October 20251, and 62.6% to the undisturbed 3-month volume weighted average price prior to 9 October 20251.
Warburg Pincus secured approximately 28.5% of PSI shares via commitments of PSI's key anchor shareholders who will sell their PSI shares in connection with the Offer, of which one will partially reinvest its proceeds equal to approximately 5.8% of PSI's total share capital alongside Warburg Pincus into the holding structure.
The Offer provides PSI shareholders with opportunity to immediately realize substantial part of expected long-term value growth. The Offer will be subject to minimum acceptance threshold of 50% plus one share and customary regulatory conditions.
E.ON will retain its shareholding in PSI and continue to support PSI as strategic investor.
Management Board and Supervisory Board support the Offer and consider the strategic partnership to add significant value for PSI and its stakeholders.
Warburg Pincus intends to delist PSI as soon as possible after the Offer with support of the Management Board.
Warburg Pincus has undertaken in the Investment Agreement not to enter a domination and profit and loss transfer agreement for two years after settlement of the Offer.
Berlin, 13 October 2025. Today, Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (together "Warburg Pincus") has announced its intention to make a voluntary public takeover offer ("Offer") for all outstanding shares of PSI Software SE ("PSI"), one of the technological leaders in process control software for energy grid operation and industrial production, for a cash consideration of EUR 45.00 per PSI share ("Offer Price"). In this context, Warburg Pincus and PSI have entered into investment agreement regarding a strategic partnership with PSI ("Investment Agreement").
E.ON Verwaltungs GmbH ("E.ON") as the current second largest shareholder and important customer of PSI, will retain its current shareholding of approximately 17.8% 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 of the Investment Agreement and qualifies as person acting jointly with Warburg Pincus for purposes of the Offer.
As strategic partner closely aligned with PSI's company culture, Warburg Pincus will provide its extensive expertise in software and energy via its Berlin- and US-based team. Warburg Pincus will also bring its trusted value creation experts, additional financial support, and a stable ownership structure to position PSI as the undisputed local champion in the DACH region, with a clear path for focused international expansion.
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."
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, 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."
Details of the Offer:
The Offer Price of EUR 45.00 per share implies an equity valuation for PSI of approx. EUR 702 million and corresponds to a highly attractive premium of 62.6% to the undisturbed volume-weighted average price of the PSI share over the past three months prior to 9 October and a premium of 83.7% to the Xetra closing share price on 8 October 2025. The shareholders of PSI will thus have the opportunity to immediately realize a substantial part of the expected long-term value growth.
Warburg Pincus entered into share purchase agreements and irrevocable undertakings with certain anchor shareholders pursuant to which Warburg Pincus secured approximately 28.5% of the PSI shares of which one anchor shareholder will partially reinvest its proceeds equal to approximately 5.8% of PSI's total share capital alongside Warburg Pincus into the holding structure.
Warburg Pincus intends to delist PSI from the stock exchange as soon as possible after settlement of the Offer. The Management Board of PSI considers the implementation of its long-term strategy away from a stock market environment to be beneficial for the Company and, subject to its fiduciary duties, supports the potential delisting intended by Warburg Pincus.
Warburg Pincus does not require a domination and profit and loss transfer agreement to finance the Offer or to realize its strategic and economic objectives and, hence, has undertaken in the Investment Agreement not to enter into a domination and profit and loss transfer agreement (DPLTA) with PSI for two years following settlement of the Offer.
The Offer will be made pursuant to the terms and conditions set out in the offer document to be approved by the German Federal Financial Supervisory Authority. Following such approval, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act and the acceptance period for the Offer will commence. The Offer will be subject to a minimum acceptance threshold of 50% plus one share and customary antitrust and foreign investment control clearances.
The offer document (once available) and other information pertaining to the Offer will be made available on the following website: https://www.offer-power.com.
Warburg Pincus is being advised by J.P. Morgan as lead financial advisor and Kirkland & Ellis International LLP as lead legal advisor.
1 The last close prior to the ad hoc announcement from PSI confirming talks on a potential transaction with, inter alia, Warburg Pincus.
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 USD 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 https://www.warburgpincus.com or follow us on LinkedIn.
Contact Investor Relations / Press:
Warburg Pincus
Alice Gibb
Director – Head of Communications, Europe
T:+44 207 306 30 90
E: alice.gibb@warburgpincus.com
Katharina Gebsattel
Communications
T: +49 172 718 68 57
E: katharina.gebsattel@warburgpincus.com
Important Notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in PSI Software SE. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority has approved the publication of the offer document. Investors and holders of shares in the company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer upon their availability since they will contain important information.
The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.