PSI Software SE and Warburg Pincus: All regulatory approvals obtained for the voluntary public takeover offer; Settlement to occur shortly

PSI Software SE and Warburg Pincus: All regulatory approvals obtained for the voluntary public takeover offer; Settlement to occur shortly

• All regulatory approvals have been obtained and therefore all offer conditions of the voluntary public takeover offer have been fulfilled
• Offer will be settled within the next ten banking days
• Shareholders will receive EUR 45.00 in cash for each PSI share tendered
• Strategic partnership intended to strengthen PSI’s role as a trusted provider of mission-critical energy and industrial software
• Delisting of PSI shares to be carried out as soon as legally and practically possible

Berlin, 1 July 2026 – PSI Software SE (“PSI” or the “Company”) (Prime Standard, ISIN: DE000A0Z1JH9, tendered shares: ISIN DE000A0HMWM7, stock exchange symbol: PSAN), a leading global provider of industrial software for the control and optimization of complex systems and processes in energy, production and logistics, and Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (collectively “Warburg Pincus” or the “Bidder”), today announced that all conditions of the voluntary public takeover offer (the “Offer”) have been fulfilled, including all required regulatory approvals. As a result, the Offer will be settled within the next ten banking days.

As of today, Warburg Pincus had secured 82.33 percent of all outstanding PSI shares through shares tendered into the Offer, shares already held by the bidder and by persons acting jointly with the bidder, and shares secured outside the Offer under share purchase agreements.

Strong partnership for future growth

The fulfilment of all Offer conditions marks an important milestone in the implementation of the strategic partnership as agreed in the Investment Agreement signed on October 12, 2025.

As set out in the Investment Agreement, Warburg Pincus has agreed to support PSI’s ongoing development and the implementation of its current business strategy, including its transformation, further development of Industrial Artificial Intelligence, strengthening of its market position and international expansion, as well as funding for organic growth and M&A activities.

The partnership is intended to further strengthen PSI’s role as a trusted technology partner for utilities, grid operators and industrial customers. By providing long-term capital and strategic support, Warburg Pincus aims to enable PSI to accelerate investments into next-generation grid control, industrial optimization and cybersecurity capabilities, helping customers manage increasing complexity driven by the energy transition, decentralization and digitalization.

Under the new ownership structure, PSI, together with its customers, continues to have exclusive responsibility for handling sensitive customer and infrastructure data. The protection of customer data remains a top priority, and all data protection, cybersecurity and contractual confidentiality obligations continue to apply. PSI remains fully committed to ensuring that such data is protected and accessible only to those authorized to oversee or manage it.

The transaction is also expected to enhance PSI’s operational resilience and innovation capacity, supporting the long-term reliability and security of mission-critical infrastructure relied upon by municipalities, utilities and industrial operators across Germany, Europe and beyond.

Robert Klaffus, Chief Executive Officer (CEO) of PSI, said: “Together with Warburg Pincus at our side, we are opening a new chapter for the Company. Their experience, financial strength and global network will support PSI in accelerating the execution of our growth strategy and strengthening our ability to support customers in managing the increasing complexity of the energy transition and industrial digitalization. We are well positioned to advance our transformation, expand further, invest continuously in resilient and secure mission-critical software solutions and strengthen our position as a leading provider of AI-based energy and industrial software.”

Max Fowinkel, Managing Director Warburg Pincus Deutschland, Head of Europe Technology, commented: “The Warburg Pincus Funds look forward to supporting PSI at a pivotal moment for the energy and industrial sectors. PSI’s strong technology platform and deep industry expertise provide an excellent foundation for the company to further drive its transformation – through accelerated investments in innovation and strategic M&A activity. At the same time, maintaining the highest standards of data security is an absolute priority. Robert Klaffus and the PSI leadership team have the experience and vision to further develop PSI into one of the leading providers of AI‑based energy and industrial software – and the Warburg Pincus Funds will support this journey over the long term.”

Settlement of the Offer and next steps

The Offer price of EUR 45.00 per PSI share will be instructed for payment to PSI shareholders who tendered their shares into the Offer within the next ten banking days. Further information on the settlement of the Offer is available at https://offer-power.com.

Following settlement of the Offer, Warburg Pincus intends to delist the PSI shares from the stock exchange as soon as legally and practically possible. The Management Board of PSI considers the implementation of its long-term strategy outside the public capital markets environment to be beneficial for the Company and, subject to its fiduciary duties, supports the delisting intended by 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 $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies. 
 
The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube. 

Contact

PSI
Karsten Pierschke
Head of Investor Relations and Corporate Communications
kpierschke@psi.de
+49 30 2801-2727

Warburg Pincus
Alice Gibb
Director – Head of Communications, Europe
alice.gibb@warburgpincus.com
+44 (0)20 7306 3090

Katharina Gebsattel
Communications
katharina.gebsattel@warburgpincus.com
+49 172 718 68 57

 Legal Disclaimer

This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities in PSI Software SE. The Offer itself as well as its terms and conditions and further information relating to the Offer are contained in the offer document published by Zest Bidco GmbH. Investors and shareholders of PSI Software SE are advised to carefully read the offer document and all other documents relating to the Offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they 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 Offer.

Forward-Looking Statements

This publication may contain forward-looking statements based on current assumptions and forecasts made by PSI Software SE and/or Warburg Pincus. 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 PSI Software SE and/or Warburg Pincus and the estimates given here. These factors include those discussed in PSI Software SE’s public reports which are available at https://www.psi.de/en/company/investor-relations/reports. Neither PSI Software SE nor Warburg Pincus assumes any obligation to update these forward-looking statements or to conform them to future events or developments.