Capgemini to Acquire WNS to Lead Agentic AI-Powered Operations Globally

Capgemini and WNS has announced a definitive agreement under which Capgemini will acquire WNS for $76.50 per share in cash. The price represents a 28% premium over WNS’ 90-day average share price, and values the transaction at approximately $3.3 billion, excluding net debt.

The deal, unanimously approved by both companies’ Boards of Directors, will position Capgemini as a global leader in Agentic AI-powered Intelligent Operations. It is expected to close by the end of 2025, subject to regulatory approvals and shareholder consent.

Strategic Move to Tap the Agentic AI Opportunity

“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,” said Aiman Ezzat, Chief Executive Officer of Capgemini. “This acquisition gives us scale and sector expertise to lead the transformation from traditional BPS to AI-powered Intelligent Operations. With deep consulting, platform, and technology capabilities, we are poised to deliver efficiency and superior business outcomes for clients globally.”

WNS, with its high-growth, margin-accretive Digital BPS model, will enhance Capgemini’s U.S. exposure and unlock cross-selling opportunities. “I look forward to welcoming the WNS global team to Capgemini,” Ezzat added.

Keshav R. Murugesh, Chief Executive Officer of WNS, noted, “The next wave of transformation lies in intelligent, domain-centric operations that shift from automation to autonomy. Our integration with Capgemini allows us to combine deep domain expertise with Gen AI and Agentic AI capabilities, unlocking strategic value for clients and stakeholders alike.”

WNS Chairman Timothy L. Main called the deal “a pivotal chapter” in the company’s growth journey, stating, “Capgemini is the ideal partner to extend our capabilities, accelerate innovation, and create lasting value for clients, investors, and employees.”

WNS: A High-Quality, Resilient BPS Business

WNS brings strong fundamentals, with a diversified client base across eight industries and a highly automated delivery model. The company achieved a compound annual revenue growth of 9% (constant currency) over the past three fiscal years, reaching $1.27 billion in FY2025 with an 18.7% operating margin.

Its robust operating model, including non-linear pricing and recurring revenue streams, positions it well to benefit from the global shift to Intelligent Operations.

Unlocking Cross-Selling and Revenue Synergies

The combination will yield €1.9 billion in 2024 revenue in Digital BPS alone. Capgemini expects €100–140 million in annual revenue synergies and €50–70 million in operating model efficiencies by end-2027. Normalised EPS is projected to increase by 4% in 2026 and by 7% in 2027 post-synergies.

Agentic AI: A Paradigm Shift in Process Transformation

Intelligent Operations, driven by Agentic AI and Generative AI, is expected to dominate enterprise AI investments. Capgemini and WNS together offer consulting-led transformation of both horizontal and vertical processes, using hyper-automation, AI, and data integration to deliver speed, agility, and improved outcomes.

This shift from labour-intensive models to tech-led, outcome-driven services opens significant growth opportunities in a rapidly evolving market.

Combined Strengths to Lead in Intelligent Operations

Capgemini brings consulting, technology, and platform integration at scale, while WNS contributes industry-specific solutions, a proven delivery model, and recent AI advancements (including its acquisition of Kipi.ai). Capgemini’s 25 strategic AI partnerships—including Microsoft, AWS, Google, NVIDIA, and Mistral—further enhance the combined capabilities.

Together, the companies aim to lead the emerging Intelligent Operations space and become transformation partners to enterprises seeking AI-powered reinvention.

Transaction Structure and Financing

The acquisition will be implemented via a Court-sanctioned scheme of arrangement under Jersey law. Capgemini has secured €4 billion in bridge financing to fund the purchase price, existing debt, and a recently redeemed €0.8 billion bond. The bridge will be refinanced using a mix of available cash and new debt.

Q2 and H1 2025 Guidance Unchanged

Capgemini expects Q2 2025 constant-currency revenue growth to slightly exceed Q1’s -0.4% and maintains its H1 operating margin at 12.4%. Full H1 results will be announced on July 30, 2025.

2025 Outlook (Excluding Acquisition Impact):

• Revenue growth: –2.0% to +2.0% (constant currency)

• Operating margin: 13.3% to 13.5%

• Organic free cash flow: ~€1.9 billion

Integration Path and Cultural Alignment

The two organisations share common values and a compatible culture, ensuring a smooth integration into Capgemini’s Global Business Services unit. Capgemini has a strong track record in successful post-merger integrations, ensuring continuity for clients and employees.