Warburg Pincus Launches Voluntary Takeover Offer for PSI Software

Paul, Weiss is advising Warburg Pincus on the financing and structuring aspects of its investment agreement with and voluntary public takeover offer for German energy and industrial software provider PSI Software.

Under the investment agreement signed by PSI and Zest BidCo, a holding company indirectly controlled by funds managed by Warburg Pincus, Warburg Pincus will acquire all outstanding shares of PSI for €45 per PSI share, or €702 million in total equity value, representing a premium of 84% to PSI’s closing share price on October 8. Warburg Pincus also signed share purchase agreements and irrevocable undertakings with anchor shareholders, representing approximately 28.5% of PSI’s total share capital, with one anchor shareholder agreeing to partially reinvest its proceeds alongside Warburg Pincus into the holding structure.

PSI provides intelligent solutions for sustainable energy supply, production and logistics, including automotive, energy trading and gas grids.

The transaction is subject to customary antitrust and foreign investment control approvals.

The Paul, Weiss team is led by corporate partners Stefan Arnold-Soulby and Neel Sachdev and includes tax partners Timothy Lowe and Kyle O’Sullivan.