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DGAP-News: ALLGEIER SE / Key word(s): AGM/EGM/Strategic Company Decision
Munich, August 21, 2020 – Allgeier SE (ISIN DE000A2GS633, WKN A2GS63) plans a spin-off of 100 percent of its global technology consulting and software development business bundled in the Nagarro group, followed by a public listing of Nagarro SE. Allgeier SE published key details of the spin-off of Nagarro SE today, together with the invitation to the Annual General Meeting scheduled for September 24, 2020. Allgeier shareholders are to receive one share of Nagarro SE for every share of Allgeier SE. Allgeier SE will not remain a shareholder in Nagarro SE. Upon the spin-off taking effect, the shareholders of Allgeier SE will, accordingly, hold 100 percent of the share capital of Nagarro SE. Subject to approval by the Annual General Meeting, the spin-off is currently expected to take place in December 2020. Subsequently, the shares of Nagarro SE shall be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard).
“The Nagarro group has outgrown Allgeier in recent years through its sustained organic growth and various acquisitions as an independent global tech services player. For Nagarro, it is important to be able to gain more attention and visibility with an independent listing and branding in the market, which we believe will also enable more attractive capital market valuations,” said Carl Georg Dürschmidt, CEO of Allgeier SE. “With its own equity story, Nagarro will be positioned directly in the peer group of global software development and digital transformation companies. But also for the remaining Allgeier, the spin-off of Nagarro is an opportunity for a positioning as one of the few large providers in the German-speaking countries that offer their clients a comprehensive software development and IT services portfolio to support the digital transformation of their businesses. Allgeier will focus on its buy & build strategy in order to continue to grow above the market average through value-creating acquisitions in the future.”
The envisaged spin-off of Nagarro will create an independent global technology and software services company with its registered office and stock exchange listing in Germany. Nagarro specializes in “change the business” technology services, including digital product engineering, e-commerce and customer experience services, Artificial Intelligence and Machine Learning capabilities, cloud and IoT solutions, and consulting on next-generation ERP. The company has a broad and long-standing international customer base, primarily in Central Europe – particularly Germany – and in North America. This includes a number of global blue-chip companies and leading independent software vendors (ISVs), other market and industry leaders, and public sector clients. In total, the Nagarro group employs about 8,400 people worldwide.
“Having our own brand and visibility in the capital markets will enhance Nagarro’s standing in global competition, both with clients and with prospective employees,” added Manas Fuloria, Custodian of Entrepreneurship in the Organization (CEO) of Nagarro SE. “Nagarro is a global organization with a differentiated organizational design and culture that promotes entrepreneurship, agility and global collaboration to deliver great results to our clients. The further development of this modern culture – which is characterized by low hierarchy, high autonomy, excitement for technology, intercultural openness and pronounced social awareness – will be promoted by the future independence and self-image.”
In preparation for the intended legal independence of Allgeier’s global technology and software development business, extensive reorganization measures were carried out. The operating business of the future Nagarro group, consisting of Nagarro, iQuest, Objectiva and the SAP business of Nagarro Allgeier ES, was bundled under Nagarro Holding and transferred to Nagarro SE. A modern organizational design forms the basis for further growth: The business is managed in a multi-dimensional structure, comprising regional sales and marketing units, service regions and global business units. This allows projects to be managed and executed with uniform know-how and quality standards, regardless of geographical or physical locations worldwide. The long-term financing of the Nagarro group has also been secured by a commitment from a bank consortium for a EUR 200 million credit facility.
Due to the planned spin-off of Nagarro, Allgeier SE shareholders will hold shares in two publicly listed companies. As a result, the shareholders will be able to make decisions on their investment in each companies’ businesses activities separately and independently. When the listing is completed, the new shares of Nagarro SE will be automatically transferred to Allgeier shareholders’ securities accounts. Due to the allocation ratio of 1:1, it is ensured that no fractional shares can occur and thus all shareholders will become shareholders of Nagarro SE in proportion to their stake in Allgeier SE.