Capgemini Expands with $3.3 Billion Acquisition of WNS

Capgemini, a global business and technology transformation partner, and WNS (NYSE: WNS), a leading digital-led business transformation and services company, today announced that they have entered into a definitive transaction agreement pursuant to which Capgemini will acquire WNS for a cash consideration of 76.50 USD per WNS share, which represents a premium of 28% to the last 90-day average share price, of 27% to the last 30-day average1 share price and a premium of 17% to the last closing share price on July 3, 2025. The total cash consideration will amount to $3.3 billion, excluding WNS net financial debt. The transaction will be accretive to Capgemini’s normalized EPS by 4% before synergies in 2026 and 7% post synergies in 2027. The transaction has been unanimously approved by both Capgemini’s and WNS’ Boards of Directors. 

“Enterprises are rapidly adopting Generative AI and Agentic AI to transform their operations end-to-end. Business Process Services will be the showcase for Agentic AI. 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,” comments Aiman Ezzat, Chief Executive Officer of Capgemini. “Together we will create a leader in Intelligent Operations, uniquely positioned to support organizations in their AI-powered business process transformation, blending the critical capabilities needed from consulting, technology and platforms to deep process and industry expertise. This will address the client needs for Agentic AI-driven process transformation to deliver efficiency and agility through hyper-automation while achieving superior business outcomes. 

WNS brings to the Group its high growth, margin accretive and resilient Digital Business Process Services, which is the springboard to Intelligent Operations, while further increasing our exposure to the US market. Immediate cross-selling opportunities will be unlocked through the integration of our complementary offerings and clients. I am looking forward to welcoming the WNS global team to Capgemini.”

“As a recognized leader in the Digital Business Process Services space, we see the next wave of transformation being driven by intelligent, domain-centric operations that unlock strategic value for our clients. Organizations that have already digitized are now seeking to reimagine their operating models by embedding AI at the core—shifting from automation to autonomy,” said Keshav R. Murugesh, Chief Executive Officer of WNS. “By combining our deep domain and process expertise with Capgemini’s global reach, cutting-edge Gen AI and Agentic AI capabilities, a robust partner ecosystem, and advanced technology platforms, we are creating a powerful proposition that accelerates enterprise reinvention. 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. Just as importantly, our shared values, cultural alignment, and complementary client relationships ensure a seamless integration—unlocking exciting opportunities for innovation, co-creation, and growth across all stakeholder groups.”

“WNS and Capgemini share a bold, future-focused vision for Intelligent Operations. I’m confident that Capgemini is the ideal partner at the right time in WNS’ journey to extend our capabilities, accelerate innovation, and establish a leadership position in this rapidly evolving market,” said Timothy L. Main, Chairman of WNS Board of Directors. “This marks a pivotal chapter in WNS’ growth—enhancing the resilience and agility of our clients through advanced AI-driven solutions, creating sustained value for our investors, and opening up new avenues for our employees to thrive within a global technology powerhouse.”

WNS, a leader in the resilient high-growth and margin accretive Digital BPS market

WNS is a leading and trusted business transformation and services partner that uniquely blends deep industry knowledge with business process management, technology, analytics and AI expertise to create market differentiation for clients. With digital-led transformation solutions deployed to clients across 8 industries where it deploys its highly automated platforms to deliver stronger business outcomes, WNS is a leader in Digital Business Process Services (BPS). This operating model enables strategic engagements that are critical to clients’ daily operations materialized in long-term contracts with recurring revenues streams. Through an expanded ecosystem of partners and network of delivery centers, WNS serves a large portfolio of blue-chip clients, such as United Airlines, Aviva, M&T Bank, Centrica and McCain Foods.

The high-quality business model of WNS, supported by non-linear pricing models and superior profitability has driven a c.+9% constant currency revenue growth on average over the last 3 fiscal years, to reach $1,266 million of revenue in fiscal year 20254 with an 18.7% operating margin.

Global organizations are in constant need of strategic partners to support their transformation to enhance efficiency and accelerate growth. This continues to be a key driver of the Digital BPS market and WNS targets revenue growth of +7% to +11% for FY2026.

Immediate unlocking of value 

This transaction will position Capgemini as a leader in Digital BPS blending horizontal and vertical process expertise, with a global footprint. With combined revenues of €1.9 billion in 2024 in Digital BPS, this will strengthen Capgemini’s ability to accompany clients on their business and technology transformation journeys.

The mix of WNS and Capgemini’s complementary offerings and clients will immediately unlock cross-selling opportunities. It will also lay down the foundations to build the capabilities to seize the Intelligent Operations strategic market opportunity. 

Intelligent Operations – Agentic AI creates a paradigm shift that opens a strategic opportunity

The largest opportunity for global organizations to create value with Gen AI and Agentic AI lies in the fundamental redesign of their operations and business processes. It will attract a significant share of their AI investments as they seek to become AI-powered companies to lead their market. This is creating demand for a new type of business process services: Intelligent Operations.

Intelligent Operations answers these business needs, providing a consulting-led approach to transform and operate horizontal and vertical business processes leveraging Gen AI and Agentic AI. It addresses clients’ goal of efficiency, speed and agility through process hyper-automation, while significantly improving business outcomes by combining data, AI and digital. 

AI technologies trigger a paradigm shift in delivering business process services: from labor-intensive services to being consulting-led and tech-driven. In parallel, client focus has shifted from efficiency gains toward end-to-end value creation and business outcomes, opening opportunities to add non-linear revenues (i.e. transaction-based, subscription-based or outcome-based models). This is creating a rapidly growing market opportunity. 

Combining the capabilities and scale required to lead in Intelligent Operations

Both Capgemini and WNS are already pioneering Intelligent Operations. Capgemini with its consulting-led end-to-end transformation of processes, advanced AI tools and technology stacks, and BPS platforms, while WNS has developed a set of sector-specific AI-led solutions recently augmented by the acquisition of Kipi.ai to strengthen its data, analytics and AI capabilities.

The combination of Capgemini and WNS will act as a catalyst to lead in Intelligent Operations providing the required scale and unique set of capabilities from Strategy & Transformation consulting, to horizontal and sector expertise, platform offerings to deep AI and technology capabilities. 

This combination will also leverage the significant investments made by Capgemini in AI through training, offers and its 25 strategic partnerships, including Microsoft, Google, AWS, Mistral AI and NVIDIA. The Group’s leadership is recognized by its clients, with over €900 million of Gen AI bookings in 2024, and by market analysts such as Forrester, IDC and ISG. 

This transaction will reinforce Capgemini as a business and transformation partner to those enterprises who want to become AI-powered businesses.

Value creation

Based on calendar year 2024 published information, the combined entities would have generated a revenue of €23.3 billion at a 13.6% operating margin6 in 2024.

The Group expects accretion to normalized EPS, before synergies from the combination, of 4% in 2026. 

Capgemini expects revenue synergies run-rate of €100 million to €140 million by the end of 2027. Costs and operating model synergies are anticipated to reach an annual pretax run-rate of between €50 million and €70 million by the end of 2027.

With the benefits of these synergies, the accretion on normalized earnings per share should reach 7% in 2027. 

Smooth integration 

WNS and Capgemini have a natural cultural fit and share common values that will facilitate a smooth integration of the teams, helped by the Group’s track record of successful integrations. Furthermore, the integration will be straightforward into Capgemini’s Global Business Services activities. 

Key transaction terms and timeline

The contemplated transaction will be implemented by way of a Court-sanctioned scheme of arrangement under the laws of Jersey. The transaction has been unanimously approved by both Capgemini’s and WNS’ Boards of Directors.

The transaction is 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.