A&O Shearman supports Barclays on EUR 1.4 billion financing for transformational cross-border technology acquisition

The transaction values Frankfurt-listed digital engineering and technology services company Nagarro SE at approximately EUR1.27bn enterprise value and represents one of the largest overseas acquisitions by an Indian IT services company.

The voluntary public takeover offer was announced on June 26, 2026 pursuant to the German Securities Acquisition and Takeover Act (WpÜG), with the Business Combination Agreement signed on the same day.

The financing was structured on a certain funds basis to support German takeover law cash confirmation requirements under the WpÜG, requiring close coordination between English law financing documentation and the German regulatory framework. The facility has been fully underwritten by Barclays.

The transaction involves significant cross-border complexity, bringing together an Indian acquirer, a German-listed target and English law financing, and required coordination across multiple jurisdictions, regulatory regimes, and legal disciplines.

The acquisition is expected to close in Q4 2026 or Q1 2027, subject to regulatory approvals and other applicable offer conditions.

“This transaction demonstrates the depth of our cross-border capability, combining English law leveraged finance expertise with German public M&A and Indian regulatory knowledge to deliver a complex certain funds structure on a compressed timetable,” said Matt Del Rosso, partner at A&O Shearman in Singapore.

“We were pleased to work alongside our Singapore colleagues on a transaction of this complexity. Ensuring the English law financing fully met WpÜG requirements demanded genuinely close collaboration across offices, and this deal is a great example of how our teams come together to deliver for clients,” added Jan-Hendrik Bode, partner at A&O Shearman in Frankfurt.

The A&O Shearman team was led by partners Gautam Narasimhan and Matt Del Rosso, supported by counsel Prateek Jauhari and associate Anabelle Koong. German law advice was provided by Frankfurt-based partners Thomas Neubaum and Jan-Hendrik Bode, with support from senior associate Can Altan. Additional M&A support came from the Düsseldorf corporate team, including counsel Kyrill Chilevych and senior associate Eva Hohmann, while tax advice was provided by Frankfurt-based partner Heike Weber and associate Felix Palmqvist.