WNS Overview

• Acquisition Announcement: WNS (Holdings) Limited has been successfully acquired by Capgemini S.E. for $76.50 per share, totaling $3.3 billion, with shares ceasing to trade on the NYSE on October 17, 2025.

• Future Vision: Both companies aim to leverage their combined strengths in AI and digital transformation to enhance business operations and create a global leader in Intelligent Operations, focusing on efficiency and agility through hyper-automation.

• Acquisition Announcement: WNS (Holdings) Limited has received court approval for its acquisition by Capgemini S.E. for $76.50 per share, totaling approximately $3.3 billion, with the transaction expected to close on October 17, 2025.

• Shareholder Guidance: WNS shareholders are advised to consult tax advisors regarding the implications of the transaction, with payment details outlined in the scheme circular published on July 30, 2025.

• Kipi.ai's Recognition: Kipi.ai, a WNS Company, has been named a trusted services partner for Marketing Mix Modeling and Analytics App by Snowflake in their 2026 Modern Marketing Data Stack Report, highlighting the importance of AI and data in marketing technology.

• Impact on Marketing Strategies: The collaboration between Kipi.ai and Snowflake aims to help marketers optimize ad spend and navigate a data-first landscape, leveraging AI insights and domain expertise to drive growth and measurable results across various industries.

Acquisition Approval

• Shareholder Approval: Capgemini has received approval from WNS shareholders for its acquisition of the company during meetings held on August 29, 2025.
• Regulatory Conditions: The transaction is pending customary regulatory approvals and other conditions before finalization.

Financial Details

• Transaction Agreement: The acquisition was initially announced on July 7, 2025, with a total cash consideration of $3.3 billion, excluding WNS's net financial debt.
• Expected Closing: The deal is anticipated to close by the end of 2025, contingent on the fulfillment of regulatory requirements.

Acquisition Approval

• Shareholder Vote: WNS (Holdings) Limited announced that approximately 99.9% of shareholders voted in favor of its acquisition by Capgemini SE during meetings held on August 29, 2025. This vote represented about 79.2% of WNS' total outstanding shares as of the voting record date.

• Transaction Details: The acquisition agreement, announced on July 7, 2025, stipulates that Capgemini will acquire WNS for $76.50 per share, totaling approximately $3.3 billion, excluding WNS' net financial debt. The deal is expected to close by the end of the calendar year, pending regulatory approvals and customary closing conditions.

Company Overview

• WNS Profile: WNS is a digital-led business transformation and services company that leverages deep domain expertise, technology, and AI to provide innovative solutions to over 700 clients across various industries.

• Workforce and Global Presence: As of June 30, 2025, WNS employed 66,085 professionals across 65 delivery centers worldwide, including locations in Canada, China, India, and the United States, among others.

Leadership Statement

• CEO Remarks: Keshav R. Murugesh, CEO of WNS, expressed gratitude for shareholder support and emphasized the potential of the merger to combine operational expertise with advanced technologies, aiming to deliver strategic value to clients and enhance competitive performance.

Regulatory Information

• Forward-Looking Statements: The announcement includes forward-looking statements that are subject to risks and uncertainties, with WNS not committing to update these statements based on future events.

Contact Information

• Investor Relations: David Mackey, EVP of Finance and Head of Investor Relations, is available for inquiries.

• Media Relations: Archana Raghuram, EVP & Global Head of Marketing & Communications, can be contacted for media-related questions.

• Investigation of Companies: Halper Sadeh LLC is investigating WNS (Holdings) Limited, MasterBrand, Inc., and Pinnacle Financial Partners for potential violations of federal securities laws and fiduciary duties related to their recent mergers and acquisitions.

• Legal Rights for Shareholders: The firm encourages shareholders from these companies to contact them for free consultations regarding their legal rights and options, emphasizing that they operate on a contingent fee basis.