WNS Holdings to be acquired by Capgemini for $76.50 per share

Capgemini and WNS announced that they have entered into a definitive transaction agreement pursuant to which Capgemini will acquire WNS for a cash consideration of $76.50 per WNS share, which represents a premium of 28% to the last 90-day average share price, of 27% to the last 30-day average share price and a premium of 17% to the last closing share price on July 3. The total cash consideration will amount to $3.3B, 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. Based on calendar year 2024 published information, the combined entities would have generated a revenue of EUR 23.3B at a 13.6% operating margin 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 EUR 100M to EUR 140M by the end of 2027. Costs and operating model synergies are anticipated to reach an annual pretax run-rate of between EUR 50M and EUR 70M by the end of 2027. With the benefits of these synergies, the accretion on normalized earnings per share should reach 7% in 2027. 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.