EQS-News: PSI Software SE enters into Investment Agreement with Warburg Pincus to accelerate growth; public takeover offer announced

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

• Warburg Pincus to launch a voluntary public takeover offer to all shareholders of PSI at a price of EUR 45.00 per share in cash, representing an attractive premium of 84 percent to the undisturbed closing share price and 63 percent to the undisturbed three-month volume-weighted average share price – both as of October 08, 2025
• PSI welcomes new strategic partner to accelerate its development and growth in the global energy and industrial software market as well as its transformation towards Software-as-a-Service (SaaS), cloud-native solutions
• Management Board and the Supervisory Board of PSI support the offer
• Warburg Pincus has already secured 28.5 percent of PSI’s total share capital from its anchor shareholders
• E.ON will retain its 17.77 percent shareholding in PSI and continue to support PSI as strategic investor

Berlin, October 13, 2025 – PSI Software SE (“PSI” or the “Company”) (Prime Standard, ISIN: DE000A0Z1JH9, stock exchange symbol: PSAN), a leading global provider of energy and industrial software for the control and optimization of complex systems and processes, 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.

In this context, Warburg Pincus has announced its intention to make a voluntary public takeover offer (the “Offer”) for all outstanding shares of PSI. The Bidder 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 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 to 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.

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.”

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.”

Warburg Pincus supports PSI’s ongoing development and commits to accelerating growth

PSI’s software solutions help customers improve efficiency, resilience, and sustainability, whether in energy grids, production lines, or supply chains.

As set out in the Investment Agreement, the strategic partnership with Warburg Pincus will support PSI in its ongoing development and the implementation of its current business strategy. This includes, among others, enhancing PSI’s position as a leading grid software company with its modular, scalable, and secure platform, the “Control System of the Future”.

Warburg Pincus has committed to strengthen PSI’s market position and support its international expansion, particularly into the Americas, Europe, and Asia, as well as to drive internal efficiency programs through standardization of processes and consequent internal digitalization.

Additionally, Warburg Pincus aims to provide funding for both organic growth and M&A activities, enabling PSI to become a driving force in the ongoing consolidation in the energy and industrial software market.

Warburg Pincus has significant experience and expertise in global software, energy and power investing. As part of the Investment Agreement, Warburg Pincus 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 (“DPLTA”) for two years after closing of the Offer. The Bidder contemplates a delisting of PSI shares following the closing of the Offer. PSI intends to support such delisting, subject to its review and fiduciary duties of the Management Board.

PSI’s Management Board and Supervisory Board intend to support the Offer in a joint Reasoned Statement to be published pursuant to section 27 of the German Securities Acquisition and Takeover Act (“WpÜG”), as they currently consider the transaction to be in the best interest of the Company, its shareholders, employees, and other stakeholders – subject to the review of the Offer Document still to be published by the Bidder following approval by the German Federal Financial Supervisory Authority (“BaFin”) and subject to the fiduciary duties of the members of the Management Board as well as the Supervisory Board.

Key terms of the Offer

The Bidder will offer shareholders of PSI EUR 45.00 per share in cash. This Offer price represents an attractive premium of 84 percent to the XETRA closing share price of PSI on October 08, 2025, the last undisturbed share price prior to the ad-hoc release of PSI on October 09, 2025, that the Company is in advanced discussions with three parties, and 63 percent to the undisturbed three-month volume-weighted average share price prior to October 09, 2025. Based on this Offer price, the total equity value will be approximately EUR 702 million.

The Offer will be subject to a minimum acceptance threshold of 50 percent plus one share with the shares owned by E.ON being considered for purposes of such threshold and usual Offer conditions, including the receipt of regulatory clearances with closing expected in H1 2026.

The transaction is fully funded with equity and debt financing in place.

The final terms and conditions will be set out in the Offer Document, which is subject to permission by BaFin. The Offer Document (once available) and other information relating to the Offer will be made available by Warburg Pincus on the following website: www.offer-power.com

After publication, the Management Board and Supervisory Board will carefully review the Offer Document in accordance with their legal obligations and submit a joint Reasoned Statement.

PSI Software SE will host an analyst and investor call in English on October 13, 2025, at 10:30 AM (CEST).

Advisors

Goldman Sachs Bank Europe SE is acting as financial advisor and Linklaters LLP is acting as legal advisor to PSI Software SE. JP Morgan is acting as financial advisor and Kirkland & Ellis International LLP is acting as legal advisor to 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 $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 www.warburgpincus.com or follow us on LinkedIn.

Contact

PSI Software SE
Karsten Pierschke
Leiter Investor Relations und Konzernkommunikation
+49 30 2801-2727
KPierschke@psi.de

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

Katharina Gebsattel
Communications
+49 172 7186 857
katharina.gebsattel@warburgpincus.com

Legal Disclaimer

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

Forward-Looking Statements

This publication may contain forward-looking statements based on current assumptions and forecasts made by PSI Software. 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 the company and the estimates given here. These factors include those discussed in PSI Software’s public reports which are available at https://www.psi.de/en/company/investor-relations/reports. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.