14 Oct 2025

"Freshfields Advises E.ON on Zest Bidco's €45 Per Share Takeover Offer for PSI Software SE"

"Global law firm Freshfields is advising E.ON on its participation in a voluntary public takeover offer by Zest Bidco GmbH for PSI Software SE, with a cash offer of €45.00 per share. E.ON, which holds a 17.77% stake in PSI, will maintain its shareholding and has established a framework agreement with Warburg Pincus for future collaboration. The transaction is subject to regulatory approvals and is expected to close in the first half of 2026."

Global law firm Freshfields Bruckhaus Deringer advised E.ON in its participation in the voluntary public takeover offer made by Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC, for the shareholders of PSI Software SE. The transaction, announced on 13 October 2025, involves a cash consideration of €45.00 per share, based on an investment agreement among the parties. E.ON, which holds approximately 17.77% of PSI and is its second largest shareholder, will maintain its current stake and has entered into a framework agreement with Warburg Pincus to govern their relationship and future collaboration with PSI and its management team. The transaction is subject to customary conditions, including regulatory approvals, with closing expected in the first half of 2026. The Freshfields team included Partner Stephan Waldhausen, Associate Jonas Braun, Principal Associates Jan Michael Schmitz, Kevin Jansen (all from Corporate/M&A, Düsseldorf), Partner Ulrich Scholz (Antitrust, Düsseldorf), Counsel Uwe Salaschek (Foreign Direct Investment, Berlin), Principal Associates Dennis Chinnow (Finance, Frankfurt) and Julian Siegmund, as well as Associates Pascal Schönemann and Philipp Baschenhof (both from Antitrust and Foreign Direct Investment, Düsseldorf and Brussels, respectively).
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