EQS-Adhoc: PSI Software SE enters into Investment Agreement with Warburg Pincus; public takeover offer announced

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

Berlin, October 13, 2025 – PSI Software SE (“PSI” or the “Company”) (ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), 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.

As a result of the Investment Agreement, Warburg Pincus has announced its intention to make a voluntary public takeover offer (the “Offer”) for all outstanding shares of PSI Software SE. Warburg Pincus 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 and has entered into a non-tender agreement and framework agreement with Warburg Pincus. Furthermore, E.ON is a party of 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.

As set out in the Investment Agreement, the Bidder 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 for two years after closing of the Offer. The Bidder contemplates a delisting of PSI shares following the closing of the Offer. PSI intends, subject to its review and fiduciary duties of the Management Board, to support such delisting.

The Offer will be subject to usual Offer conditions, including the receipt of regulatory clearances. There will be a minimum acceptance threshold of 50 percent plus one share. Closing is expected in H1 2026.

Contact:

PSI Software SE
Karsten Pierschke
Head of Investor Relations and Corporate Communications
Dircksenstrasse 42-44
10178 Berlin
Germany

Phone +49 30 2801-2727
E-Mail: KPierschke@psi.de