Capgemini SE (ENXTPA:CAP) entered into definitive transaction agreement to acquire WNS (Holdings) Limited (NYSE:WNS) for $3.5 billion on July 6, 2025. A cash consideration of $76.50 per share will be paid towards equity and RSU's by Capgemini SE. Capgemini has secured a bridge financing of approximately $4.7 billion (?4.0 billion), covering the purchase of securities, as well as the gross debt and similar obligations and the Capgemini bond redeemed in June 2025. Capgemini plans to refinance the bridge with available cash for and the balance by debt issuance. 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. If this Agreement is terminated by the Company, then a Company Termination Fee equal to $118 million shall be paid by the Company. If this Agreement is terminated by the Buyer, then a fee equal to $169 million shall be paid as Buyer Termination Fee.

The transaction will be implemented by way of a Court-sanctioned scheme of arrangement under the laws of Jersey. 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 transaction has been unanimously approved by both Capgemini?s and WNS? Boards of Directors. The closing of the transaction is expected to occur by the end of the year. Capgemini expects accretion to Capgemini?s normalized EPS of 4% before synergies in 2026, and 7% post-synergies in 2027. The Scheme will be subject to the subsequent sanction of the Court. As of August 19, 2025, ISS and Glass Lewis Recommend Shareholders for the Proposed Acquisition by Capgemini. As of August 29, 2025, shareholders of WNS (NYSE: WNS) have approved the acquisition of WNS by Capgemini at the meetings of WNS shareholders. Approximately 99.9% of the shares voted were cast in favor of the transaction, representing approximately 79.2% of WNS? total outstanding shares as of the voting record date. With this approval, the transaction remains only subject to the receipt of customary regulatory approvals and other conditions. The closing of the transaction is expected to occur by the end of the year. As of September 11, 2025, the transaction has obtained all antitrust and regulatory consents, approvals or clearances. The transaction is still subject to to obtaining the required sanction of the Scheme by the Court. The Court sanction hearing where the Court will hear WNS? application to sanction the Scheme has been scheduled to take place on October 9, 2025. Completion of the deal is targeted for the end of next month. As of October 3, 2025, WNS announces the record date for determining those Shareholders who will be entitled to attend and vote at the Annual General Meeting will automatically change to October 30, 2025 (so that the only member of the Company entitled to attend and vote at that meeting will be Capgemini S.E. (or its nominee(s)); and at the direction of Capgemini S.E., the Annual General Meeting will be cancelled. As of October 9, 2025, Royal Court of Jersey of the application to sanction the Scheme, the Court sanctioned the Scheme. Following receipt of the Scheme sanction, WNS expects that the Transaction will close on October 17, 2025, following the delivery of a copy of the court order to the Jersey registrar.

Barclays acted as financial advisor, EY acted as accountant, Armand W. Grumberg, Stephen F. Arcano, Dohyun Kim and Simon Toms of Skadden, Arps, Slate, Meagher and Flom LLP and Khaitan & Co acted as legal advisors for Capgemini. J.P. Morgan acted as financial advisor and fairness opinion provider, Deloitte acted as accountant, Sharon Lau, Ian Nussbaum, Larry Seymour, Kendall Burnett, Ian Conner, Adrien Giraud, Katherine Moir, Karl Mah, Benjamin Cohen, Nathan Whitaker, John Pierce, Doug Abernethy, Nicola Higgs, Rob Moulton, James Barker, Andrew Galdes, Erin Brown Jones, Morgan Brubaker, Philipp Studt, Doug Tifft and Catherine Hein of Latham & Watkins LLP and Gouri Puri, Rahul Yadav, Nimish Malpani, Suruchi Kumar, Shweta Shroff Chopra, Supritha Prodaturi and Devesh Pandey of Shardul Amarchand Mangaldas & Co. acted as legal advisors for WNS (Holdings) Limited.

Capgemini SE (ENXTPA:CAP) completed the acquisition of WNS (Holdings) Limited (NYSE:WNS) on October 17, 2025. With the completion of the Transaction, WNS shares will cease trading on the New York Stock Exchange on October 17, 2025.