Can we get it confirmed that everybody's here?
Okay, we are on the slide.
Transaction highlights now.
Okay, perfect. I'll just run through the slides here separately. All right, so on the highlights of the transaction, as Karsten already said, we believe that is a really good deal that we were able to get agreed with Warburg Pincus under the name of Zest BidCo GmbH. We have signed an investment agreement with them. The intention of Warburg Pincus is to offer to all shareholders a cash consideration of EUR 45 per share in a voluntary public takeover offer. To do so, Warburg has irrevocable undertakings with two important shareholders and two of our anchor shareholders, summing up to 28.5%. In addition, there is an agreement with E.ON, who will retain its roughly 18% shareholding in PSI. E.ON has also become part of the investment agreement and is therefore closely collaborating with Warburg Pincus and with ourselves.
On that basis, we intend, as the Management Board, together with the Supervisory Board of PSI, to support the offer and intend to recommend the acceptance of the offer to all of our shareholders.
Okay,
can we move to the next one and I just check now I can also see the slides.
Great. Yeah.
The benefits for us, for PSI. Why have we been working hard over the last weeks, if not months, with Warburg, and of course at the time also with other interested parties on this transaction? We believe that Warburg is going to be an incredibly good partner to develop PSI further. The great thing is that Warburg acknowledges the strategy of PSI, which is called PSI Reloaded, and basically has four anchor points. First is our transformation to software-as-a-service, providing cloud-native solutions, and of course, our strong industrial artificial intelligence footprint. We are already today very strong in the DACH region. We want to position PSI as an undisputed champion in the region, but also then go international. We have done so in the past successfully with our metals business and are currently working hard on getting this also achieved with our other businesses.
We'll be focusing primarily on the Americas, other parts of Europe, and then Southeast Asia and India. Fourth, last but not least, most of you are very well aware of the changes that we already did last year of merging the legal entities into one legal entity and reorganizing PSI on a management function basis. We drive harmonization of processes, drive efficiency gains and synergies in the company, thereby obviously improve the cost position of PSI, supported by a very consequent internal digitalization and automation of processes. Last, again, but not least, something we have discussed intensively and agreed with Warburg is that the opportunity for PSI is not only to grow significantly organically, but that we see that PSI can be a major driver in the ongoing consolidation in the industrial software market. Actually, we can together create a global champion for industrial software.
All right, if we move to the next slide, please. Thanks, Karsten. Why is Warburg a good fit for PSI? Again, I think we had quite a good set of interested parties working with us over several weeks and months understanding PSI, and we, on the other hand, understanding the partners. Warburg is a very renowned and leading global investor. An important thing, it's a growth investor. We believe they have understood the strategy, they fully support the strategy, and they have a proven track record that shows that their investments into software, energy, and other power investments have actually yielded that growth and value creation.
We believe that the strong support that Warburg has been and is showing for PSI's strategy, including our management team, is just going to be very important and fundamental for the days, weeks, months, and years to come in implementing and accelerating our strategy. As I said before, the strong commitment to develop PSI into a driving force in the market is very strong. For us, I think, it also stood out when we looked at the discussions that we had with other interested parties. The experience of Warburg is very strong also in Germany.
Fun fact, the team of Warburg is also based here in Berlin, which from our perspective is not the most important, but I think is a good side effect where we have very short ways, very close alignment, and I think a very clear commitment also to PSI and its footprint in Germany and also in Berlin. I can say that the team of Warburg has showed extreme commitment, engagement over the whole cycle, and I think a strong empathy for the business and understanding for the business, and I think just a really good personal fit that I can fully subscribe to and say that was outstanding. Hence again, they are supportive of the strategy and we believe there will be a very, very good accelerator for sustaining our transformation and bringing in the experience, the expertise, and the network. Get our strategy done.
Karsten, if we move over to the next slide, please, maybe a couple of data on the offer itself. As said, the offer has EUR 55 cash provision per share. That is a very considerable premium from our perspective and from everybody we talk to. We got that reflection too, I think something close to unseen, at least for several years in the German or the European market. On the undisturbed share price as of October 8, that is an 84% premium, into the volume weighted average price of the last three months, 63% premium, and 57% on the six months. This then translates into an equity value of EUR 702 million or an enterprise value of EUR 750 million. In U.S. dollars, it's more than $800 million and a strong multiple of nearly 41 on the EBIT.
Now, just a few points and I think a lot was also already in the communication that was sent out over the last hours. The conditions overall, of course, require that the relevant approvals of FDI and other merger clearances are given. There's a minimum acceptance threshold of 50% plus one share, which will include the E.ON shareholding based on the agreements that were taken between Warburg Pincus and E.ON. Again, the commitment a bit repetitive. Warburg fully supports the PSI Reloaded strategy. We maintain the integrity of the company. We have our four business units and we have a clear path forward in our PSI Reloaded strategy for those four business units. Warburg Pincus has committed to maintaining the current management team, which I think is great from a very personal perspective.
I think I can speak for the team and as I said, the overall personal relation was great during the process and we're very confident that it will stay great. Also for our employees, we believe there's strong commitment that according to the strategy of PSI, employees will play an important role and have already played an important role with their domain know-how and their engagement for the development of the business. Again, a bit repetitive. Berlin will stay the headquarters and the corporate seat of the company. Also a clear and strong commitment from Warburg . Also together with E.ON and ourselves on the German market and the DACH market in general. Sorry, I was too fast.
The investment agreement also has a provision that there is an undertaking not to enter a domination of profit and loss transfer agreement for two years after closing of the transaction, which ensures the independence of management. On the next steps, closing we expect for the first half of 2026. Obviously this is going to take a couple of months and I would say naturally Warburg contemplating delisting of PSI shares following the closing of the offer. Of course always with the disclaimer if commercially reasonable. We intend to support such a delisting subject of course to all fiduciary duties. I think I already alluded to it. We believe in that setup, taking PSI private. We believe there's a potential acceleration of our transformation with a longer term perspective than in the typical cycle on the capital market. Next slide.
I think that's our last slide before we can go into a Q and A. It's just basic three simple takeaways. We believe it's a highly attractive cash offer which at least I repeat comparing it to the last year's second to none. It accelerates long-term growth of PSI, accelerates our transformation, and Warburg Pincus is fully committed to PSI, its strategy, its team, and therefore is a super good strategic fit for PSI. I think that's what we wanted to share, and the main objective of course of today now is to allow you to ask questions.
Thank you, Robert. We have the first two questions which came in. The first one is from Sascha Gebhard. Can you rule out that Warburg is not aiming to quickly sell off parts of the company for a fast profit similar to what happened to Aareal Bank or Software AG? Were there discussions with others about such a move?
I think we concentrate in the answer on Warburg Pincus, and I think here we can clearly say, also when we look at how their investments have developed in the past, that their commitment is to growing businesses. I think we took considerable time to explain, discuss, challenge ourselves, and align on the strategy, and they fully buy into that strategy. That's why we believe there is no risk of this happening.
Second question goes in the same direction with a different flavor from [Kingle] from [Aristou]. Do you plan to go forward with what was called earlier energy management and production management, or might there be some disposals or specialization?
No, I think energy management, production management we left behind. We think in our four businesses: energy management, process industries and metals, logistics, and discrete manufacturing. These are all four business units or segments. We're fully committed to those four businesses. We have a clear strategy and path forward for those four businesses, and that's what we're going to make happen. With the strong support of Warburg Pincus, we believe this can happen fast. Very conclusive
question from Klaus Schlüter. Are the 28.5% included in the 50% plus one shares?
Yes, that's good.
No more questions for the moment. Now there are some questions coming in. Okay. Question from Robin Maxwell. Will PSI management and employees cash out now or retain some of their shareholding?
I think the offer is to all shareholders of PSI. S o our employees and so on, e verybody will decide on their own how they handle their shares. I think management, as far as they have shares, is committed, and where we can speak for ourselves, is committed to contribute to this undertaking. I think the rest depends on each person and individual decisions.
Maybe to make that clear, we had an employee shareholders program. We have, I don't know, more than 1,500 individual shareholders among our workforce, and it's an individual decision of each of these shareholders.
Again, based on everything that needs to happen over the next days and weeks, we intend to recommend the acceptance of the offer. Just to repeat that.
Okay. For the moment, no more questions. You have the opportunity to ask us more questions. Okay, question from Lucas [Fung]. One, was EUR 45 from Warburg Pincus the highest bid, and second, was the price at the end the relevant decision factor or other factors?
I'm 100% sure how far we can answer this in terms of between the bidders, but I think this wouldn't comment on the price. I think what we can say is the combination of the offer in terms of valuation and price plus the other facts that we described was the most compelling offer.
Okay, there's one more.
One more.
Yeah.
C oming in again from Mr. Schlüter. It appears that the 50+1 shares is easy to overcome. He is calculating 17.8+28.5 is already above 46.
Yeah, 45-46.
I think
It's a statement. I would say we would read it the same way, yes. T wo more.
Okay. Again from Mr. [Schwan]. Third question: How many interested parties have been in the process? Whether also strategic parties involved?
I think we confirmed with one of our closed on Thursday I think it was that we had three parties involved in the process. All of these parties were financial investors and I think we can name them, right? W ith Warburg Pincus, i t was Thoma Bravo and Hg Capital were the three interested parties.
A question from Youssef. Greetings to Paris, by the way. Hi. Please can you clarify what do you mean by if commercially reasonable when referring to delisting as mentioned in the presentation? What is meant?
With that?
We will definitely consider the costs of the listing. Also, the regulatory requirements we have from the listing in this decision, and maybe save that from now. and f rom the notion of the agreements we have, we strongly believe that commercial-wise, it makes sense to do the delisting.
A clarification question from [Tinka]. Just to clarify, do the 18% stake of E.ON add to the 50% plus one threshold? I wouldn't say add, but it's included.
It's included.
They add up to reach 15+.
What percentage of the 28.5% will be part of the Bietergesellschaft ?
I don't know. I can't answer.
No, we cannot answer that. That is an agreement which is on the, on the level of the, of the BidCo.
So that.
That is not to our knowledge. The investment agreement we signed does not include any governance rules of the core.
Then from Mr. [Dennis Erbach].
Are there any specific antitrust conditions subject to the transaction?
I think nothing specific. I think the general antitrust checks to be done and then the approvals, but I think nothing specific.
So any more questions? One more coming in from Richard Payman. Why did you choose to partner with Warburg Pincus? Were they the highest bidder, or were there other softer factors?
I think I answered it basically in one of the other questions. I said I think the combination of things was the most compelling of Warburg Pincus . I think that's what we can say. There's one more question.
Yeah. From Mr. Schlüter, will a squeeze o ut take place if conditions are given?
Yes, definitely. The final goal is that Warburg Pincus then has n ot only the majority but, beside the other investors like E.ON, then owns all the outstanding shares of PSI.
Yeah.
Another question from Youssef. Who triggered the discussion with the three bidders? What is the structured process? What is the initiative of some shareholders? Was it the initiative of some shareholders of the company?
I think I can answer that in a way that there have been conversations and interest in PSI for quite some time because I think of the nature of PSI being a bit of a nugget and the hidden gem with a very strong and long-lasting domain know-how based footprint in industrial software. We have had some very non-binding superficial discussions over quite a time frame. By then, several things come together where I think interest gets manifested and then there are conditions depending of course on our constellation, also on the considerations of major shareholders. That is not for us to comment, but I think should be done by our holders if they want to do so. Everything comes together and then yes, there was a structured process with the three interested parties.
Okay, any more questions? For the moment we are through with the questions. One more. Oh no, that's only a comment from Mr. Schlüter. Congratulations.
Thank you.
Okay, so thank you very much for attending. I would say last call, it's now your time for one more question or maybe a comment, and if not, we would close that webcast in a minute. Okay, so thank you very much again for attending, and have a good day and a good start into the week.
Thank you. Bye bye.