WNS Shareholders Advised to Approve Capgemini Acquisition

Proxy advisory firms ISS and Glass Lewis recommend WNS shareholders approve acquisition by Capgemini. Capgemini agreed to acquire WNS in July, and the firms' recommendations suggest that shareholders support the deal. WNS closed at $75.14 on Monday, while Capgemini was trading at $29.01 on Tuesday.

NEW YORK & LONDON & MUMBAI, India—(BUSINESS WIRE)—WNS (Holdings) Limited (NYSE: WNS), a digital-led business transformation and services company, announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have each recommended that shareholders vote "FOR" the previously announced acquisition of the Company by Capgemini SE (EUR: CAP). The "FOR" recommendations apply to both proxy voting proposals to be considered at the upcoming Court Meeting and General Meeting of Shareholders (General Meeting), each scheduled for August 29, 2025.

As previously announced on July 7, 2025, WNS and Capgemini entered into a definitive transaction agreement pursuant to which Capgemini will acquire WNS for a cash consideration of $76.50 per WNS share. The total cash consideration will amount to $3.3 billion, excluding WNS net financial debt. The transaction remains on track to close prior to the end of the calendar year, subject to the satisfaction of customary closing conditions and regulatory approvals.

Both ISS and Glass Lewis have reviewed the proposed transaction and determined that it is in the best interests of WNS shareholders. Key factors cited in their "FOR" recommendations include the Company's evaluation of alternative proposals and the implied share price premium. WNS' Board of Directors has also unanimously recommended that shareholders vote "FOR" this strategic combination at both the upcoming Court Meeting and General Meeting. Shareholders are encouraged to vote as soon as possible.

WNS closed at $75.14 on Monday, while Capgemini was trading at $29.01 on Tuesday. The Company's shareholders are reminded that their vote is extremely important, no matter how many shares they own.

Actions to be Taken

WNS Shareholders are requested to complete and sign the Forms of Proxy in accordance with the instructions printed thereon and return them to WNS' registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, Channel Islands (Attn: Mourant Secretaries (Jersey) Limited), so as to be received as soon as possible and in any event not later than 2.00 p.m. (London Time) on August 27, 2025 (in the case of the Court Meeting) or 2.15 p.m. (London Time) on August 27, 2025 (in the case of the General Meeting). WNS Shareholders may also vote online following the instructions set out in the Forms of Proxy, instead of submitting the relevant Forms of Proxy by mail. Votes submitted online must be received not later than 2.00 p.m. (London Time) on August 27, 2025 (in the case of the Court Meeting) or 2.15 p.m. (London Time) on August 27, 2025 (in the case of the General Meeting).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of WNS Shareholders. Whether or not you intend to attend and/or vote at the Court Meeting in person, WNS Shareholders are strongly advised to sign and return your Form of Proxy for the Court Meeting (or vote online) as soon as possible and in any event prior to 2.00 p.m. (London Time) on August 27, 2025.

Registered Shareholders should follow the voting instructions provided by WNS, as described above, while Beneficial Holders should follow the instructions provided by their broker or other intermediary to ensure their vote is counted.

References:
1. [1] https://www.businesswire.com/news/home/20250814670968/en/WNS-Announces-Proxy-Advisory-Firms-ISS-and-Glass-Lewis-Recommend-Shareholders-Vote-FOR-Proposed-Acquisition-by-Capgemini
2. [2] https://www.nasdaq.com/press-release/wns-announces-proxy-advisory-firms-iss-and-glass-lewis-recommend-shareholders-vote