Capgemini (CAP) M&A Announcement summary

Deal rationale and strategic fit

• Creates a global leader in Intelligent Operations, leveraging Gen AI and Agentic AI for end-to-end business process transformation and tangible client value.

• Combines complementary capabilities in digital business process services, consulting, technology, and sector expertise to accelerate enterprise reinvention.

• Expands exposure to the U.S. and U.K. markets, diversifies sector presence, and provides access to a blue-chip client portfolio.

• Reinforces position in a resilient, high-growth sector with strong cultural fit for smooth integration.

• Immediate cross-selling opportunities and enhanced industry-specific platforms support measurable business outcomes.

Financial terms and conditions

• Definitive agreement for a cash consideration of $76.50 per WNS share, a 28% premium to the last 90-day VWAP, totaling $3.3 billion (excluding net financial debt).

• Transaction unanimously approved by both boards; closing expected by end of 2025, subject to regulatory and shareholder approvals.

• EUR 4 billion bridge financing secured, to be refinanced with available cash and new debt issuance.

• Transaction immediately accretive to normalized EPS by 4% in 2026 and 7% post-synergies in 2027.

Synergies and expected cost savings

• Targeting annual run-rate revenue synergies of EUR 100 million–EUR 140 million and cost synergies of EUR 50 million–EUR 70 million by end of 2027.

• Revenue synergies expected from cross-selling, operational efficiency, and deeper automation.

• Cost synergies to come from SG&A, operational consolidation, and operating model improvements.

• Accretion to normalized EPS projected to reach 7% in 2027 with synergies.