Linklaters advises PSI Software SE on investment agreement with Warburg Pincus
Linklaters advises PSI Software SE on entering into an investment agreement with Warburg Pincus and on the associated public takeover offer to PSI shareholders.
PSI is a leading global provider of energy and industrial software for the control and optimization of complex systems and processes. With their investment agreement, the parties have laid the foundation for a strategic partnership supporting the long-term growth of PSI.
In this context, Warburg Pincus has announced its intention to launch a voluntary public takeover offer to PSI shareholders. Under the investment agreement, PSI shareholders will be offered EUR 45.00 in cash per share. This represents a premium of 84 percent to the unaffected closing share price and 63 percent to the volume-weighted average price for the past three months.
Warburg Pincus has already entered into agreements with major PSI shareholders under which large blocks of shares will be tendered in the offer – partly linked to a reinvestment of the proceeds into the holding structure. E.ON, PSI's second largest shareholder and an important customer, maintains its shareholder status, will enter into a shareholder agreement with Warburg Pincus, and is also party to the investment agreement.
As a strategic partner, Warburg Pincus will support PSI in executing its strategy and has committed to strengthening PSI’s market position and supporting its international expansion. In addition, Warburg Pincus will provide funds for both organic growth and M&A activities, enabling PSI to take a leading role in the ongoing consolidation of the energy and industrial software market.
The takeover offer will be subject to a minimum acceptance threshold of 50 percent plus one share and customary offer conditions, including regulatory approvals. The transaction is expected to close in the first half of 2026.
The Linklaters is led by Klaus von der Linden (Partner, Corporate/M&A, Düsseldorf).
Other team members include Stephan Oppenhoff (Partner, Corporate/M&A, Frankfurt), Christoph Barth (Partner, Antitrust & Foreign Investment, Düsseldorf), Daniel Pauly (Partner, TMT, Frankfurt), Matthew Devey (Partner, Employment, Frankfurt), Ulli Janssen (Counsel, Corporate/M&A, Frankfurt), Yukiko Hitzelberger-Kijima (Counsel, Employment, Düsseldorf), Helen Crossley (Of Counsel, Antitrust & Foreign Investment, London), Richard Heinrichs (Managing Associate, Corporate/M&A, Frankfurt), Ann-Christin Käser (Managing Associate, Antitrust & Foreign Investment, Munich), Tom Schäfer (Associate, Corporate/M&A, Düsseldorf), Richard Knaup (Associate, Corporate/M&A, Düsseldorf), Oliver Haas (Associate, Antitrust & Foreign Investment, Düsseldorf) and Thomas Kienle (Associate, TMT, Frankfurt).
