Final results of the public takeover offer for PSI: Warburg Pincus attains 83.24% of all PSI shares

Final results of the public takeover offer for PSI:
Warburg Pincus attains 83.24% of all PSI shares

• Subject to the granting of the final outstanding regulatory clearances, closing of the transaction is expected to take place in the first quarter of 2026
• Warburg Pincus intends to delist PSI as soon as possible after the Offer with support of the Management Board of PSI

Berlin, 8 January 2026. Zest Bidco GmbH (the "Bidder"), a holding company indirectly controlled by funds managed by Warburg Pincus LLC (together "Warburg Pincus"), today published the final results of its voluntary public takeover offer ("Offer") for all outstanding shares of PSI Software SE ("PSI", ISIN: DE000A0Z1JH9) at the end of the additional acceptance period.

Upon the expiry of the additional acceptance period on 2 January 2026 at 24:00 hours (Frankfurt am Main local time), the Bidder has secured approx. 81.72% of all PSI shares through shares tendered into the Offer, PSI shares already held by the Bidder and by persons acting jointly with the Bidder, and PSI shares that the Bidder will acquire from an anchor shareholder under a share purchase agreement. In addition, the Bidder held cash-settled financial instruments relating to 6.52% of all PSI shares. As of today, these cash-settled financial instruments have been reduced to 1.52% of all PSI shares.

Subject to the granting of the final outstanding regulatory clearances, closing of the transaction is currently expected to take place in the first quarter of 2026.

Warburg Pincus intends to delist PSI from the stock exchange as soon as possible after settlement of the Offer to benefit from financial flexibility and a stable ownership structure. 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 delisting.

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 85 billion US-Dollar in assets under management, and more than 215 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 more than 15 offices globally. For more information, please visit https://www.warburgpincus.com or follow us on LinkedIn.

Media Relations Contact – 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 final terms of the Offer as well as other provisions relating to the Offer are set out in the offer document authorized for publication by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in PSI Software SE are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information.

The Offer is exclusively 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.