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French consulting powerhouse Capgemini SE announced Monday that its planned $3.3 billion acquisition of WNS has cleared a major hurdle after shareholders of the India-based outsourcing specialist voted overwhelmingly in favor of the deal. The approval came during a special, court-ordered meeting held Friday.

The transaction, one of the biggest cross-border outsourcing acquisitions in years, remains subject to regulatory and other closing conditions. Capgemini expects the takeover to be finalized by the end of 2025.

Legal Heavyweights Steer the Transaction

Advising Capgemini is Cleary Gottlieb Steen & Hamilton LLP, while Latham & Watkins LLP is guiding WNS through the process. The Cleary-Led Co $3.3B Shareholders win underscores the deal’s momentum as it heads into the final stretch of approvals.

The Cleary team features partner Valérie Lemaitre and associates Bilal Boudouda and Anissa Belgacem. Latham’s team is spearheaded by Singapore partner Sharon Lau and New York partner Ian Nussbaum, supported by a global group of associates including Jordan Freisleben, Rebecca Pecora, Saadia Naeem, Zafreen Siddiquee, Donna Kim, Peter Bassine, Will Fowler and Yao Yang.

Transformative Vision Backed by Investors

Keshav Murugesh, chief executive of WNS, hailed the result as a decisive mandate for what he called a “transformative combination.” He said the merger will blend WNS’s domain-focused outsourcing expertise with Capgemini’s advanced technologies to unlock strategic value and help clients outperform their rivals.

Nearly all of WNS’s global shareholders — headquartered in New York — backed the cash offer of $76.50 per share, comfortably surpassing the required 75% approval threshold under the scheme of arrangement.

AI and Financing Power the Future

WNS has built a reputation as a leader in business transformation outsourcing, handling customer service, accounting, HR, and research through technology-driven solutions. Its embrace of generative and agentic AI — systems capable of autonomous decision-making — made it an attractive target for Capgemini.

To bankroll the acquisition, Capgemini has secured $3.7 billion in loans plus €800 million ($936 million) in financing from several major financial institutions. The Paris-based company reported €22.1 billion in global revenue for 2024, underscoring its financial muscle.

What Comes Next

With shareholder approval now secured, all eyes turn to regulators. If the necessary green lights are given, Capgemini will soon complete one of the most ambitious acquisitions in its history — a move that could reshape the competitive landscape of the global outsourcing and AI-driven services market.