Capgemini announced the acquisition of WNS, a digital business transformation leader, for $3.3 billion in cash.
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Capgemini announced the acquisition of WNS, a digital-led business transformation and services company, on Monday for a cash consideration of $76.50 per WNS share, providing horizontal and vertical business solutions that leverage Gen AI and Agentic AI. The transaction has been unanimously approved by the Boards of Directors of both companies.
This represents a premium of 28 per cent to the last 90-day average share price, of 27 per cent to the last 30-day average share price and a premium of 17 per cent to the last closing share price on July 3. The total cash consideration will amount to $3.3 billion, excluding WNS’s net financial debt. The transaction is expected to be accretive to Capgemini’s normalised EPS by 4 per cent before synergies in 2026 and 7 per cent post-synergies in 2027.
With combined revenues of €1.9 billion in 2024 in Digital BPS, the transaction will strengthen Capgemini’s ability to accompany clients on their business and technology transformation journeys, said the company.
The contemplated transaction will be implemented by a Court-sanctioned scheme of arrangement, subject to approval by the Royal Court of Jersey and WNS’ shareholders, as well as to receipt of customary regulatory approvals and other conditions. The closing of the transaction is expected to occur by the end of the year.
Capgemini has secured bridge financing of €4.0 billion, covering the purchase of securities ($3.3 billion), as well as the gross debt and similar obligations of approximately $0.4 billion, and the €0.8 billion Capgemini bond redeemed in June 2025. The Group plans to refinance the bridge using approximately €1.0 billion in available cash, with the balance to be covered by debt issuance.
The Group expects Q2 2025 year-on-year growth at constant currency to be slightly better than the -0.4 per cent reported in Q1 2025 and expects the operating margin for H1 2025 to be stable year-on-year at 12.4 per cent.
“Due to the nature and timing of this announcement, the actual Q2 and H1 2025 performance may slightly differ from the above-mentioned expectations. H1 2025 publication will take place as planned on July 30, 2025,” said the company in a press release.
Capgemini’s financial targets for 2025 do not take into account this transaction and are therefore continuing to aim for a revenue growth of -2.0 per cent to +2.0 per cent at constant currency, an operating margin of 13.3-13.5 per cent and an organic free cash flow of around €1.9 billion.
“Capgemini’s acquisition of WNS will provide the Group with the scale and vertical sector expertise to capture that rapidly emerging strategic opportunity created by the paradigm shift from traditional BPS to Agentic AI-powered Intelligent Operations,” said Aiman Ezzat, Chief Executive Officer of Capgemini, adding that WNS’s high growth, margin accretive Digital Business Process Services will increase the company’s exposure to the US market, unlocking immediate cross-selling opportunities.
Meanwhile, Keshav R. Murugesh, Chief Executive Officer of WNS, said, “WNS’ complementary portfolio of horizontal and industry-specific solutions will significantly enhance Capgemini’s rapidly growing Business Services footprint, enabling next-generation, data-driven operations across sectors.”
Published on July 7, 2025
