French information technology (IT) and consulting services major Capgemini on Monday said it would acquire Mumbai-headquartered WNS for $3.3 billion in cash.
This could be one of the largest merger & acquisition deals in the IT services and business process management sector.
Capgemini is valuing the NYSE-listed WNS at $76.50 per share, a 28 per cent premium to its 90-day average share price.
The acquisition, according to Capgemini, aims to address the strategic opportunity created by agentic artificial intelligence (AI).
“The acquisition of WNS will provide the scale and vertical sector expertise to capture the rapidly emerging strategic opportunity created by the paradigm shift from traditional business process services to agentic AI-powered intelligent operations,” Capgemini chief executive officer Aiman Ezzat said in a statement.
Industry experts and insiders agreed that the acquisition would give Capgemini an edge in the fast-evolving field of agentic AI.
It is also expected to boost the French firm’s top line, which has been trailing behind its peers’.
This is not the first large acquisition by Capgemini. In 2015, the firm had acquired iGate for $4 billion.
Capgemini expects the WNS acquisition to help in two key aspects. First, it will be revenue-accretive immediately, at a time when the company has reported muted growth for two consecutive years.
Second, it will provide industry-specific process expertise and access to WNS’ large portfolio of legacy business process outsourcing (BPO) deals that enterprises want to convert into services-as-software.
Capgemini, which follows a calendar-year financial cycle, reported a revenue decline of 1.9 per cent in FY24 and 2.4 per cent growth in FY23.
Operating margins remained flat at 13.3 per cent in both years.
The company reported revenue of 22.1 billion euros for the financial year ended December 2024.
With WNS, which posted revenue of 1.2 billion euros ($1.32 billion) for the financial year ended March 2025, the combined entity’s revenue will increase to 23.3 billion euros, with an improved operating margin of 13.6 per cent.
The critical part where Capgemini is poised to benefit the most is the client base of WNS, which counts United Airlines and Aviva among its major customers.
The deal gives Capgemini the opportunity to tap WNS’s vast client base for sales focused on enterprise customers’ strongest preference, replacing BPO solutions with services-as-software.
“To a firm like Capgemini, WNS’ high-quality client base is a goldmine of sales opportunities: Operations executives who want to replace BPO with intelligent, software-driven services. WNS’ deep domain expertise, the cornerstone of its client growth rate, provides Capgemini, which has historically lagged in domain-specific operational BPO delivery, with both a vast BPO capability and thousands of industry business process experts.
"These can be teamed with its consulting and technology staff to deliver next-gen client solutions,” said Phil Fersht, CEO of HfS Research.
Capgemini also expects annual run rate revenue synergies of 100-140 million euros by the end of 2027, as the deal opens up opportunities for cross-selling, deeper footprint in the US through WNS’ presence, and the development of industry-specific capabilities.
“WNS has significant depth in banking, financial services and insurance (BFSI) -centric operations, while Capgemini is strong in horizontal functions like human resources.
"Both have capabilities in procurement. WNS is also entering niche areas like revenue cycle management (RCM) in health care, which will be valuable for Capgemini,” Yugal Joshi, partner at Everest Group, told Business Standard.
As business process services shift from labour arbitrage to agentic AI-powered intelligent operations, Ezzat is keen to grab a slice of that emerging market.
“Intelligent operations are the next big thing in the BPO market, leveraging AI and GenAI,” he told analysts on Monday.
“Business processes are the natural entry point for agentic AI, given their structured nature, embedded context, and proximity to decision-making.
"With this acquisition, Capgemini secures a trusted foothold inside marquee client operations, especially in North America.
"This positions it to not just automate tasks but orchestrate entire value chains using intelligent agents,” said Gaurav Parab, principal research analyst at NelsonHall.
The acquisition is also expected to generate savings of 50-70 million euros annually by the end of 2027, through consolidation of facilities, deeper automation, and potential headcount rationalisation.
WNS employed 65,000 people as at the end of March, while Capgemini had 341,100 employees as of December.
“I see a lot of rationalisation in headcount going forward as things stabilise. The first area is of non-billing functions, such as marketing and sales, where overlap is likely.
"To a certain degree, in delivery too, since agentic AI is a productivity lever by its very autonomous nature,” said an analyst at an industry research firm who did not wish to be named.
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