Warburg Pincus announces public delisting acquisition offer for PSI Software SE

Warburg Pincus announces public delisting acquisition offer for PSI Software SE

• Warburg Pincus enters into delisting agreement with PSI Software SE and announces public delisting acquisition offer.
• Management Board and Supervisory Board support the delisting offer and delisting of PSI.

Berlin, 8 September 2026. Today, Zest Bidco GmbH, a holding company indirectly controlled by funds managed by Warburg Pincus LLC (collectively, "Warburg Pincus"), has entered into a delisting agreement ("Delisting Agreement") with PSI Software SE ("PSI"), one of the technological leaders in process control software for energy grid operation and industrial production. Concurrently, Warburg Pincus has announced its decision to make a public delisting acquisition offer ("Delisting Offer") for all outstanding shares in PSI ("PSI Shares") for a cash consideration equal to the statutory minimum price corresponding to the six-month volume-weighted average price of the PSI shares (as determined by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "Bafin")).

The Delisting Agreement provides that, subject to a review of the offer document and the management board's fiduciary duties, PSI will support the Delisting Offer, apply for the revocation of the admission of the PSI Shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) no later than ten banking days prior to the end of the acceptance period of the Delisting Offer, and following submission of the delisting application take all reasonable measures to terminate the inclusion of PSI Shares in trading on the open market, provided that the inclusion was initiated by PSI. After the revocation has taken effect, the PSI Shares will no longer be admitted to trading, or traded on, any regulated market. This may result in very limited liquidity and price availability for PSI Shares.

Details of the Delisting Offer:

The Delisting Offer will not be subject to any conditions and otherwise be made on and subject to the terms set out in the offer document, which is subject to approval by Bafin. Following such approval by Bafin, the offer document will be published in accordance with the German Stock Exchange Act (Börsengesetz) and the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Delisting Offer will commence. The offer document (once available) and other information relating to the Delisting Offer will be published on the following website: https://www.offer-power.com.

About Warburg Pincus:

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $105 billion in assets under management, and more than 225 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.

Contact Investor Relations / Press:

Warburg Pincus

Alice Gibb
Director – Head of Communications, Europe
T: +44 207 306 30 90
E: alice.gibb@warburgpincus.com

Katharina Gebsattel
Communications
T: +49 172 718 68 57
E: katharina.gebsattel@warburgpincus.com

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell PSI Shares. The Delisting Offer itself as well as its terms and further provisions concerning the Delisting Offer will be set out in the offer document for the Delisting Offer in detail after the Bafin has approved its publication. Investors and holders of PSI Shares are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer upon their availability since they will contain important information.

The Delisting Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.