WNS (Holdings) Limited has formally published its Scheme Document outlining the terms of its proposed acquisition by Capgemini, marking a pivotal step in the transaction process. The document includes detailed information about the upcoming Court Meeting and General Meeting, where shareholders will vote on the scheme of arrangement under Jersey law. The acquisition, if approved, will see Capgemini acquire the entire issued and to-be-issued share capital of WNS.
Key Developments and Shareholder Actions
- The Scheme Document was released on July 30, 2025, and sent to all WNS shareholders along with proxy forms and explanatory materials
- The Court Meeting and General Meeting are scheduled for August 29, 2025, at Latham & Watkins LLP’s London office
- Shareholders are requested to submit proxy forms or vote online by August 27, 2025, to ensure participation
- Approval of the scheme requires a majority vote at both meetings and subsequent court sanction
WNS emphasized the importance of broad shareholder participation to ensure fair representation and compliance with legal requirements.
Transaction Structure and Legal Framework
- The acquisition will be executed via a members’ scheme of arrangement under the Companies (Jersey) Law 1991
- The scheme is subject to shareholder approval, court sanction, and satisfaction of regulatory conditions
- Notices for both meetings are included in the Scheme Document, detailing procedural steps and voting instructions
- Beneficial holders may instruct intermediaries to vote on their behalf but cannot attend or vote directly
The legal structure ensures transparency and regulatory alignment across jurisdictions involved in the transaction.
Expected Timeline and Implementation
- The Scheme is expected to become effective by the end of 2025, subject to approvals and conditions outlined in the document
- Key dates include:
- July 29, 2025: Record date for beneficial holders
- August 27, 2025: Deadline for proxy submissions
- August 29, 2025: Court Meeting at 2:00 p.m. and General Meeting at 2:15 p.m. London time
- Any changes to the schedule will be announced publicly and updated on WNS’ investor relations site
The timeline reflects WNS’ intent to complete the transaction efficiently while ensuring procedural integrity.
Business Overview and Strategic Rationale
- WNS is a digital-led business transformation company serving over 700 clients across industries
- As of June 30, 2025, WNS employed 66,085 professionals across 65 global delivery centers
- Capgemini’s acquisition aims to create a global leader in agentic AI-powered intelligent operations
- The deal is expected to be accretive to Capgemini’s earnings per share by 4 percent in 2026 and 7 percent in 2027
The strategic fit between WNS and Capgemini is expected to unlock synergies in AI, analytics, and business process transformation.
Forward-Looking Considerations and Risks
- WNS cautioned that forward-looking statements in the Scheme Document are subject to risks and uncertainties
- Potential risks include delays in regulatory approvals, shareholder dissent, and operational disruptions during integration
- The company has committed to updating shareholders on material changes and maintaining transparency throughout the process
These disclosures aim to ensure informed decision-making and mitigate transactional risks.
Conclusion
The publication of the Scheme Document marks a critical milestone in WNS’ proposed acquisition by Capgemini. With shareholder meetings scheduled and procedural details finalized, the transaction now enters its decisive phase. If approved, the deal will reshape the global business transformation landscape, positioning WNS and Capgemini as a unified force in AI-driven operations and digital innovation.
Sources: FinancialContent, Business Wire, Capgemini investor disclosures, WNS investor relations, SEC filings, Yahoo Finance, The Economic Times, Business Standard, CXOToday, Communications Today, Nasdaq Newswire, MSN India
