Capgemini Acquires WNS to Lead in AI-Powered Intelligent Operations

08-Jul-2025

Mumbai– July 7, 2025 – That one deal will which hold the power to change the face of the world IT services and BPM landscape: French technology giant Capgemini SE (Euronext Paris: CAP) has announced the acquisition of WNS (Holdings) Limited (NYSE: WNS), an Indian-origin digital business transformation and services company, for $3.3 billion in cash. The transaction was unanimously approved by the Boards of both Companies and will catapult Capgemini among the worldwide leaders in Agentic AI-powered intelligent operations, riding on the huge demand for autonomous AI-powered business solutions.

Transaction Details

Capgemini will purchase WNS at $76. 50 a share, which is a 28 percent premium to the 90-day average of the WNS share price, 27 to the 30-day average and 17 to the close on July 3, 2025. All the cash consideration is US$3.3 billion without including the net financial debt of WNS, and Capgemini has ensured bridge financing of 4 billion euros (US$4.7 billion) to finance the acquisition and absorb the debt that is already owned by WNS. Jersey law Transacting the transaction will comprise a scheme of arrangement sanctioned by the Court, subject to satisfaction of Jersey law, Royal Court of Jersey, WNS shareholders, and routine regulatory approvals. The transaction will be completed no later than at the end of 2025.

It is expected the acquisition to be accretive to Connected Normalized Earnings per share of Capgemini by 4% pre-synergies and 7% post-synergies in 2026 and 2027 respectively, with Digital Business Process Services (BPS) 2024 revenues touching the mark of 1.9 billion euros. WNS’s addition is expected to contribute $1.27 billion in revenue (based on fiscal year 2025) and an 18.7% operating margin, enhancing Capgemini’s financial performance and operating margin of approximately 13.6%.

Strategic Rationale

The acquisition is part of Capgemini strategy to become a leader in this new category of Intelligent Operations, enabled by the latest advances of automation, generative AI, and so-called Agentic AI, autonomous AI agents that make their own decisions. Capgemini is targeting to become a consulting-led AI-native services organization that can offer end-to-end transformation through the value chain. WNS domain-centric digital capabilities, including analytics, automation, and AI-driven delivery across banking, insurance, healthcare, logistics and travel, remain aligned with Capgemini technology and platform-led vision.

The acquisition of WNS by Capgemini will give the Group the scale, and vertical industry capabilities to move quickly to capture the strategic opportunity, which is fast becoming a reality through the paradigm shift in the traditional BPS to Agentic AI-powered Intelligent Operations, said Aiman Ezzat, CEO of Capgemini. WNS acquires Digital Business Process Services with high growth and margin-accretive services as well as resilient services and enhances our presence in the U.S. market.

WNS CEO Keshav R. Murugesh also said, combinational offerings of horizontal and industry-specific services of WNS will offer a great synergy to Capgemini to expand its rapidly growing Business Services portfolio with next-generation data-driven operations across industries. Capgemini is a perfect fit at the opportune moment in the WNS progress to achieve faster innovation and market leadership in this fast-moving market.”

WNS’s Contribution

WNS is an independent company founded in Mumbai in 1996 as a captive division of British Airways, and in 2002 was acquired by Warburg Pincus in a majority stake. Currently, WNS has a workforce of more than 64,000 professionals and around 20,000 professionals in India spread in 25 delivery centres in cities such as Mumbai, Chennai, Vizag, and Indore. With an upwards of 600 blue-chip clients in a total of 13 nations, such as United Airlines, Aviva, and Centrica, the company employs its service offering in areas of business process outsourcing, data analytics and digital transformation. The strategic value of WNS is emphasized by its sound financial performance, as it has had constant currency revenue growth of 9 percent over the last three fiscal years.

The acquisition is expected to augment capabilities of Capgemini, mainly in North America, where WNS is well established in its operations in Digital BPS. It also is making Capgemini more sector-specific in terms of such fields as procurement, owing to the 2017 WNS purchase of Denali, providing enhanced finance and accounting (F&A) and strategic sourcing competencies. The industry gurus point out that WNS has extensive vertical process knowledge and clientele, which offers a rich soil to Capgemini to cultivate AI-enabled platforms and Services-as-a-Software (SaaS) environments.

Market Impact and Analyst Insights

The announcement triggered a 14% surge in WNS shares on the New York Stock Exchange, reaching $73 in premarket trading on July 7, 2025, with institutional investors holding approximately 90% of WNS’s stake. However, Capgemini’s shares faced a less favourable market reaction, reflecting investor caution amid the significant financial commitment. William Blair downgraded WNS’s stock rating to Market Perform, citing the “robust strategic fit” of the merger and the unlikelihood of competing bids.

Analysts view the deal as a challenge to the Big 4 consulting firms (Deloitte, PwC, EY, and KPMG), with Capgemini’s integration of WNS’s operational expertise enabling end-to-end transformation services at competitive price points. “The key driver is less to do with the tools and software, but rather the access to business process operations expertise that WNS brings to the table,” said Amba Ranjan of Computerworld. Phil Fersht, CEO of HFS Research, highlighted the $1.5 trillion emerging market opportunity, noting that WNS’s client base offers Capgemini cross-selling potential for SaaS-driven solutions.

Namratha Dharshan, chief business leader at ISG India Research, suggested the deal could spark a consolidation wave in the IT-BPM sector, as providers facing slower deal conversions pursue inorganic growth. The acquisition, Capgemini’s largest since its $4 billion purchase of Igate in 2015, underscores India’s growing importance in Capgemini’s global strategy, with nearly half of its 340,000 employees based in India.

Capgemini’s AI Ambition

Capgemini is betting heavily on AI, with over €900 million in generative AI bookings in 2024 and partnerships with Google, AWS, Microsoft, and NVIDIA. The WNS acquisition positions Capgemini to capitalize on the industry shift from AI-assisted automation to AI-led autonomous operations. By integrating WNS’s automation-first models and domain knowledge, Capgemini aims to deliver agile, data-driven decision-making and new revenue streams for clients, moving beyond traditional cost-saving outsourcing models.

According to the company, the integration will occur with ease given the similarity in values, compatibility in culture and its history of successful mergers. WNS is going to enter the Global Business Services operations of Capgemini, which will diversify its BPS revenue while increasing the ability to cross sell to complementary client groups in other services.

Industry Context

The Capgemini-WNS transaction is considered as one of the largest IT-BPM mergers in ten years, which underpins the increased role of AI in corporate affairs. To reflect the growing support amongst enterprises to Agentic AI, an expected goal of the strategic partnership between Capgemini and WNS is to bring forth results beyond those of cost reductions with innovational, technology-based solutions. The transaction is after Capgemini entered into a multi-year agreement with Dai-ichi Life Holdings in Japan to open a global capability centre in India, expanding its access to the India workforce to provide AI, data, and cybersecurity capabilities.

Looking Ahead

With Capgemini and WNS set to merge, the industry is keen to find out how this tactical achievement will help to redefine smart operations and also how it will impact competitive positioning. Regulatory approvals are on their way, and once the deal closes, it will form a global leader in AI-driven business transformation by combining India BPM and Capgemini technological capabilities to address new business needs of enterprises globally.

Capgemini AI-Powered Intelligent Operations