WNS Secures Backing from Proxy Advisory Firms for Capgemini Acquisition

WNS Holdings Limited, a provider of digital-led business process management solutions, has received backing from proxy advisory firms for its proposed acquisition by Capgemini. The acquisition aims to expand Capgemini's capabilities in the BPM market and provide WNS clients with access to a broader range of services. The deal is expected to close in the second half of 2023, subject to regulatory approvals.

WNS Holdings Limited (NYSE: WNS), a digital-led business transformation and services company, has received strong backing from leading proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) for its proposed acquisition by Capgemini SE (EUR: CAP). Both firms have recommended that shareholders vote "FOR" the acquisition, which aims to expand Capgemini's capabilities in the business process management (BPM) market and provide WNS clients with access to a broader range of services.

The acquisition, announced on July 7, 2025, involves Capgemini acquiring WNS for a cash consideration of $76.50 per WNS share, totaling $3.3 billion, excluding WNS's net financial debt. The transaction is expected to close prior to the end of the calendar year, subject to customary closing conditions and regulatory approvals [1].

ISS and Glass Lewis have reviewed the proposed transaction and determined that it is in the best interests of WNS shareholders. Both firms cited the company's evaluation of alternative proposals and implied share price premium as key factors in establishing their "FOR" recommendations. The WNS Board of Directors has also unanimously recommended that shareholders vote "FOR" this strategic combination at both the upcoming Court Meeting and General Meeting, scheduled for August 29, 2025 [1].

WNS shareholders are encouraged to vote as soon as possible and are reminded that their vote is important, no matter how many shares they own. Proxy voting forms should be completed and returned to WNS' registered office by 2.00 p.m. (London Time) on August 27, 2025, or voted online following the instructions set out in the Forms of Proxy [1].

The acquisition is expected to bring significant benefits to both Capgemini and WNS. For Capgemini, it represents a strategic move to strengthen its BPM capabilities and expand its service offerings. For WNS, the deal provides an opportunity to access Capgemini's extensive resources and expertise, potentially leading to enhanced services for its clients.

The transaction remains on track to close in the second half of 2023, subject to regulatory approvals. WNS shareholders are urged to review the proxy materials and make informed voting decisions.

References:
[1] https://www.nasdaq.com/press-release/wns-announces-proxy-advisory-firms-iss-and-glass-lewis-recommend-shareholders-vote