M&A - WNS (HOLDINGS) LTD

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Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525155862

Filing Summary: On July 6, 2025, WNS (Holdings) Limited entered into a Transaction Agreement with Capgemini S.E., under which all issued ordinary shares of WNS will be transferred to Capgemini in a cash transaction valued at $76.50 per share, as part of a merger process outlined in a scheme of arrangement under Jersey law. The transaction will also affect outstanding RSUs, allowing holders to convert their awards into cash based on the share valuation. The completion of the transaction is subject to the approval of WNS shareholders as well as regulatory clearances, and it is projected to finalize by the end of 2025. If successful, WNS shares will be delisted from the New York Stock Exchange and deregistered under applicable law. Additionally, WNS’s Board will support the transaction as per agreements executed with the Helping Directors, who hold a combined 1.9% of the shares. A termination fee is stipulated in various scenarios preventing the transaction from closing, ensuring alignment of interests between both parties.

Additional details:

Transaction Agreement Date: 2025-07-06


Per Share Consideration: 76.50


Shareholder Approval Requirement: 75%


Termination Fee Company: 118000000


Termination Fee Buyer: 169000000


Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525051399

Filing Summary: On March 11, 2025, WNS (Holdings) Limited announced its acquisition of Kipi.ai, a company specializing in data modernization and democratization services for the Snowflake platform. This acquisition aims to enhance WNS's capabilities in data services, allowing for improved operational efficiencies and expanded service offerings in the data management sector. The announcement was made through a press release, which has been attached as an exhibit to the current report. The document confirms WNS's commitment to integrating advanced technologies in its operations and expanding its market presence in data solutions.

Additional details:

Press Release Date: 2025-03-11


Acquired Company Name: Kipi.ai


Acquired Company Focus: data modernization and democratization services


Platform: Snowflake


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