In a meeting early this year, Aiman Ezzat, Chief Executive Officer of Capgemini SE and Keshav Murugesh met. The casual conversation that ensued centred on where the markets were headed and the changes in the world of technology, particularly around GenAI and Agentic AI.

What followed was a series of meetings between the two CEOs over the next couple of months, during which they discussed whether there was an opportunity for the two companies to come together, culminating in an offer by Capgemini for WNS.

Capgemini was willing to offer WNS $3.3 billion in cash, which was a 17% premium over WNS’s closing share price on Friday, July 4—and 16.3x of WNS’s Ebitda and 2.5x of WNS’s revenue—and the deal was announced on July 7. “You need to move swiftly and efficiently and not get the whole team and the whole company bogged down in this kind of decision; it was more like two CEOs interacting with each other,” Murugesh recalls.   

Capgemini’s business process services (BPS) business contributes €700 million to the total €22 billion-plus in revenues. In comparison, WNS generates around €1.2 billion annually. WNS operates at a much better 18.5% operating margin compared to Capgemini’s 13.3%. The combined entity will now result in a nearly €2-billion BPS arm. While WNS has around 66,085 employees, Capgemini’s overall headcount is about 342,000.

“This is not a traditional deal where two companies are coming together to create a capacity-led transaction. We are creating something on capability,” Murugesh says, pointing at the complementary nature of the business in geographical presence, verticals and offerings, making it a “marriage put together in heaven”. 

 With opportunities to cross-sell to the large client base of Capgemini and accelerate Capgemini’s BPS presence in the U.S, along with the ability to take up innovation at scale—GenAI and artificial intelligence are big pieces of why these two companies are coming together to create ‘intelligent operations’. “We are going into the thesis on the assumption that we will leverage AI, agentic AI models in order to deliver the outcomes that clients need, as opposed to talking about it and then adding more people to the process,” Murugesh said.  

While about half of WNS’s revenue comes from North America and 100% from providing operations and engineering services to its clients, Capgemini derives nearly 51% of its revenue from continental Europe, with application and development technology being its strength. The combined entity now aims to deliver domain-specific insights, along with the ability to provide end-to-end service operations, and a greater opportunity to upsell and cross-sell to both sets of clients.  

According to Murugesh, there is still a need to nudge clients towards the adoption of AI in end-to-end servicing in the BPS industry, compared to IT services, as clients still prefer to keep the core of their business in-house. This white space is seen as a future opportunity for the combined entity.

He explains that on the traditional BPM side, which will get added to Capgemini’s stable, with the new AI-led models, the customers will see headcount going down and improvement in existing processes, along with completely new processes that will make them far more efficient, which will lead to a large chunk of business processes being handed over to them.

“While agentic and generic models will cannibalise a part of the revenue, which is, anyway, part of our business model.  We assume we must keep cannibalising our revenue to grow. But the customer gets very comfortable that they don’t have to invest in these models because WNS is investing in all these models, in the licences, in platforms of agentic GenAI,” Murugesh says.  

Murugesh also sees the earlier integration of three large billion-dollar-plus acquisitions by Capgemini, such as iGATE, Altran, and Ernst & Young’s consulting business, as giving confidence in a smooth integration. “Culturally, both CEOs (Aiman and himself) are very similar in terms of our beliefs, just the way we interact, because comfort has to come ultimately from leaders”, he says.  

While on the revenue scale, Capgemini is larger, Keshav notes that on the GBS capability, WNS is playing a more significant role. “It will be an integration where, to a very great extent, WNS will have to lead. But obviously, we will want the advantage of bringing in Capgemini’s technology solutions to accelerate, you know, some of the commitments and solutions that we will be making to our customers, more importantly, to take our entire offering suite to their global clients,” Murugesh adds.  

With the shareholders’ approval now coming through, both companies are now waiting for other regulatory approvals to put together the integration team to start the process formally. The team will decide the brand and the form of the integrated entity.

Global research firm Everest Group, in its blog note on the acquisition, pointed out that while for the existing WNS clients, the acquisition addresses the uncertainty in recent times about the company’s future, it also offered a more robust consulting and tech services offering.  At the same time, for existing Capgemini clients, it will enable access to a more industry-specific BPS service. However, they cautioned that the success hinges on the execution of the integration of the entities.  

Everest also noted that BPS has outpaced IT services in growth since the emergence of Generative AI, and unlocking business value from AI requires organisations to overcome their Process-Skills-Tech-Data (PSTD) debt. “A major barrier for service providers is the lack of domain and process expertise needed to address this gap effectively. Capgemini’s decision to pay a premium in this acquisition reflects its intent to bridge that process expertise gap”, the blog noted.