Capgemini SE (WNS) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Capgemini Investors Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Aiman Ezzat, Chief Executive Officer of Capgemini. Sir, please go ahead.

Thank you. Good day, and thank you for joining us for the strategic acquisition announcement in the age of Agentic AI, and I'm joined by Nive Bhagat, our CFO. This transaction positions the group as a leader in the emerging market of intelligent operation, which is the most significant opportunity for our clients to create value in the era of GenAI and Agentic AI. The strategic value of this transaction lies in the complementarity of capabilities and expertise between Capgemini and WNS to provide intelligent operations at scale. This is about making the benefits of AI real for our clients. We expect normalized EPS accretion of 4% in 2026 and 7% in 2027. We target synergies run rate by the end of 2027 of EUR 100 million to EUR 140 million in terms of revenues and EUR 50 million to EUR 70 million in terms of cost. Integration in our business services global capabilities is expected to be straightforward based on the cultural fit and complementarity of capabilities. The definitive transaction agreement is based on a cash consideration of USD 76.5 per WNS share, representing a 28% premium to WNS last 90 days VWAP. The transaction has been unanimously approved by the Board of Directors of Capgemini and WNS. Now this transaction represents a total cash consideration of USD 3.3 billion. The closing is subject to approval by the Royal Court of Jersey and WNS shareholders as well as customary regulatory approvals. We do expect the transaction to close by the end of 2025. On the financing side, the group has secured a EUR 4 billion bridge covering the purchase of securities for $3.3 billion as well as the gross debt and similar obligations for around $0.4 billion and the EUR 0.8 billion bonds redeemed in June 2025. We plan to refinance the bridge with available cash for around EUR 1 billion and the balance by debt issuance. Now coming to the strategic value of the deal. Since the advent of ChatGPT and Gen AI, enterprises have focused significant attention and increasing amounts of investment around Gen AI and more broadly AI. Clients today better apprehend what the technology can actually deliver. Their focus is shifting from individual productivity to the transformation of end-to-end business processes. Large enterprises want to focus their GenAI investment to change the way they operate for both efficiency and growth, reshaping and inventing. It is the realization that end-to-end business processes provide the playground to fully leverage the power of GenAI and Agentic AI. It is a unique opportunity to make AI real and reap its expected benefits. Capgemini is a recognized leader in GenAI and Agentic AI, having positioned data and AI as a core pillar of our strategy more than 5 years ago, we invested early on the Gen AI wave, building on 25 strategic partnerships, upskilling our talent and developing a wide portfolio of offerings. With Gen AI bookings already exceeding EUR 900 million last year, clients rely on Capgemini as their business and technology partners for their Gen AI transformation journey. And looking at demand in the last 12 months, we saw a significant increase in client interest in the next revolution of business process services driven by Agentic AI. We are convinced that intelligent operation, which is a consulting-led approach to transform and operate business processes, leveraging Gen AI and Agentic AI will be the primary showcase for Agentic AI in terms of value creation. This is about making Gen AI and Agentic AI real for our clients. Now looking at the evolution of Business Process Services, or BPS, it emerged 20 years ago with a primary focus on cost reduction driven by -- mainly by labor cost arbitrage and the first attempt at process standardization. With the advance of robotic process automation and investments in digital platform, digital BPS players achieved sizable additional efficiency gains. We saw the introduction of non-FTE-based pricing and by developing sector expertise, these players were able to address not only horizontal processes, but also vertical ones, creating increased value for the clients. Intelligent operation is the next revolution in the BPS market. It includes a consulting-led business process transformation, leveraging Gen AI and Agentic AI. It provides clients with efficiency, speed and agility through process hyperautomation at scale while significantly improving business outcomes by combining data, AI and digital. Client focus has shifted from cost and efficiency to agility, speed and significantly better business outcomes. This is about value creation. In parallel, the BS market -- BPS market is shifting away from its labor-based drivers to being consulting-led and tech-driven. This is not just about process hyperautomation, but making people and AI agents coexist on an end-to-end process to deliver the real value that we all expect from AI. This is a paradigm shift. Intelligent operations is consulting and technology-led transformation, requiring breadth of capabilities and industry expertise, leveraging the full power of AI to drive significant value. It requires strategy and transformation consulting, deep technology expertise and in-depth knowledge of the horizontal and sector processes to deliver an end-to-end process transformation. The build and run of Agentic operation blends advanced Agentic AI agents, custom Gen AI assistant, enterprise data, data platform and management and digital solutions. Capgemini has essentially all the ingredients to answer its clients' need for intelligent operation. This deal is about scale in digital BPS. It's about industry knowledge. It's about leading in intelligent operation. This is the real strategic value of this transaction. Let me now spend a few minutes to introduce WNS. WNS is a global leader in digital business process services, operating at scale with deep industry and process expertise. Their offerings are powered by a comprehensive stack of solution and platforms and fueled by a set of data and analytics solutions. The vertical industry-specific expertise support over 40% of the revenue, while their data and analytics contributes 13%, underscoring WNS' commitment to data and insight-led business process transformation. WNS and its 65,000 employees serve a blue-chip client base, including names like United Airlines, Aviva, Centrica, M&T Bank and McCain Foods and are consistently recognized as a market leader by industry analysts. For fiscal year 2025, WNS reported $1.3 billion in revenues with 24% coming from non-FTE-based models, highlighting its shift towards outcome-based delivery. Operating margin as per Capgemini taxonomy stood at 18.7%. The company's revenue is geographically diversified with 92% of revenue generated outside of Continental Europe, with North America representing nearly half of it. Sector-wise, financial services and insurance lead at 37%, followed by travel, health care, logistics and utilities. WNS brings deep industry expertise through outcome-based platforms tailored to key verticals. For every industry it serves, WNS has developed and deployed proprietary platform that deliver measurable value to its clients. This includes, for example, WNS Malkom, it's an end-to-end AI-powered shipment documentation platform. It automates bills of lading, invoices and consignment notes, turning core manual and error-prone processes into digital workflows. Malkom is differentiated by Gen AI assets, leveraging deep logistics domain knowledge across shipping, tracking, 4PLs and more. For WNS clients, Malkom's intelligent architecture is delivering 40% to 60% productivity gains, ROI of up to 4x and 99% data accuracy, also reducing invoicing dispute by 20% and cutting documentation cycle times from 24 hours to just 2. Thanks to industry-specific IP, WNS can unlock client value through its vertical-specific platform. This approach positions WNS as an industry-led AI-enabled partner focused on delivering tangible business outcomes. Now the acquisition of WNS immediately unlocks value. With -- and fiscal year '26 outlook of 7% to 11% revenue and an operating margin in the high teens. WNS is immediately accretive to the group. Digital BPS also come with long-term recurring contracts that are beneficial to our resilience. In addition, with the complementarity of capabilities, offerings and clients, the combination immediately unlocks cross-selling opportunities as we fully leverage the extensive portfolio of Capgemini service offerings with WNS clients, mainly in the U.S. and the U.K. We also see a great opportunity to leverage WNS digital BPS offerings, notably in platform and sector expertise in our client base, can think about banking and insurance clients, for example, where today, we can benefit from their vertical process capabilities. I'm sure that by now, you'll have understood that this acquisition creates a unique combination of capabilities required to become a leading AI-powered business and technology transformation partner. Starting with strategy and transformation to help our clients navigate complex shifts and transformation, then our strengthened sector expertise built on deep vertical knowledge and platforms across industries will ensure relevance and impact of our solution, while our strong horizontal process expertise will ensure end-to-end transformation coverage. Finally, our data and AI capabilities will be a key differentiator. We have invested in talent, innovation and an ecosystem of strategic partners. Our approach is industry-specific and AI-powered. All these capabilities will be supported by an extended delivery network that brings scale and geographic diversity, enabling global reach. Together, we have a unique set of capabilities that enable end-to-end business process transformation. Briefly on the financials of the combined entity, this slide shows a combined view for the calendar year 2024. The acquisition adds significant scale to our business process service activities. With EUR 1.9 billion of combined revenues, it immediately positions us as a scale player in this business, and the combination is also accretive to our operating margin by around 30 basis points on a 2024 basis. Continuing with some illustrative breakdown based on calendar 2024, the acquisition will strengthen Capgemini outside of Continental Europe, notably in North America and the U.K. From a sector perspective, it increases our scale in financial service that will account for 22% of revenues. And finally, in terms of head count, with WNS, our footprint in Europe moved from 35% to 30% of head count and our offshore increases from 58% to 63%. Now regarding value creation, we expect to achieve an increase in revenue of EUR 100 million to EUR 140 million in annual run rate by the end of 2027. Cross-selling is an immediate lever. We have delivered on this promise in every large acquisition in the last 20 years. Beyond the cross-selling, we also take into account the initial ramp-up of revenue synergies from intelligent operation deals. As it relates to cost and operating model synergies, we target EUR 50 million to EUR 70 million in annual run rate by the end of 2027 coming from traditional levers in SG&A and operational consolidation. Accretion to normalized EPS before synergies are targeted at 4% in 2026 and at 7% post synergies in 2027. Accretion is, we expect it to continue increasing after the point as intelligent operations contracts start to ramp up faster. From a time line perspective, we expect the transaction to close by the end of the year. And as discussed earlier, the transaction is subject to the approval by the Royal Court of Jersey and WNS shareholders. This indicative time line also takes into account the customary regulatory approval. This acquisition is strategic to both Capgemini and WNS. We share the same vision of the market and the fast emerging opportunity around intelligent operation driven by Gen AI and Agentic AI. We are convinced that the complementarity of our capabilities and offerings will position Capgemini as a leader in this fast emerging intelligent operation market while providing great cross-selling revenues and cost synergies in the short term. This is a friendly transaction with great cultural fit, which leads to a straightforward integration, enabling us to quickly focus on the strategic value creation opportunity resulting from this deal. This is about making GenAI and Agent AI real for our clients by delivering significant value creation through the transformation of end-to-end business processes. This will create value for our clients, our employees and our shareholders. So before opening the Q&A, I would like to remind you that this call is dedicated to this transaction and that we are in the quiet period prior to our H1 2025 results. We'll, therefore, not comment on H1 2025 performance beyond what is included in the press release. So let's now open the Q&A and to allow a maximum number of people in the queue to ask asking. [Operator Instructions] Operator, could you please share the Q&A instructions?

[Operator Instructions] We will now take the first question from the line of Laurent Daure from Kepler Cheuvreux.

So I have a question and a follow-up. The question is on your -- the Capgemini BPS business, the EUR 700 million. Could you share with us how it had performed in recent years and in particular, the pipeline? I'm trying to get if the revenue synergy also comes from a potential better conversion of your pipeline into revenue in that field? And my follow-up is on the midterm growth of this industry. I understand you made it very clear, it's not about cost cutting anymore. But could you share with us the building blocks between the pluses and the minuses and in particular, the headwind that could still come from better efficiency linked to Gen AI and further productivity gains against any spending market?

Thank you, Laurent. So listen, our BPS market, our business services business line has been performing quite well. We do expect already a growth high single digit in the first half and expect to cross into double digit in the second half. The pipeline is significant. Just to share with you what we saw change probably in the last 12 to 18 months. We used to have deal on what we call [ mono towers ], so just focus on finance and accounting process in a few countries than potentially expanding to other countries and the scope expanding over time. We now see deals that can include finance, HR, procurement, supply chain at the same time and global deals with expectation coming on the back of Gen AI in terms of efficiency, but also in terms of business outcomes. So the size of the deal has significantly increased. The number of deals which are quite sizable has increased also significantly. So the opportunity is there. But for that to be able to better convert some of these opportunities, we're winning some of them. We do need the bigger scale. Some of the platforms that WNS plays with. And of course, some of the vertical expertise. I see, for example, in financial services on some deals last year, we were finalists. But why? Because we could bring the transformation, we could bring the technology led, we can bring the consulting, but we lack, for example, vertical expertise on some processes. And here, the client says, "is it a risk for me?" So it stops somewhere where there's something a little bit short. So -- but these deals are there, and we compete on them and we go almost all the way. So I think the combination here, I'm really convinced it will help us bridge what we are missing to be able to get there. On the midterm growth, it's always -- I think we always have the same discussion. If you think that the fact that the market is not going to expand, then yes, you can consider that at the end of the day, of course, with hyperautomation, we do expect to drive more productivity through these processes. So the same process we run today for a client in a few years, we might have 20%, 30% more productivity. And it's fine, but this is expected. But to be frank, it's the same thing in our IT business as well and what we have seen over the years. Already today, when I see what we drive in business services compared to what we have delivered 10 years ago, we probably need to have twice as many people to do the same thing. So this is something expected and hyperautomation will increase that. On the other side, the addressable market is increasing at a very fast pace, okay? And that's really what we have to focus on. What we focus on is we are creating a new value proposition. This is not the traditional BPS value proposition. It's not just by improving a bit processes or reducing cost. This is about significantly transforming the processes for a completely different outcome. I mean, imagine a plan and a forecast that become much better than what they used to be, which helps you significantly reduce inventories or optimize your logistics costs. This is what we're talking about. So it's not about the productivity in the process. It's about the impact that this process is going to have on the end-to-end business. And that's why the addressable market becomes significantly bigger because this is what our clients are going to go after, not just some cost efficiency.

We will now take the next question from the line of Michael Briest from UBS.

Just in terms of how the business will be run, can you talk about whether you're going to be bringing your BPO activities together with WNS, what the role of the WNS management team have in integration and growing the business subsequently? And then in terms of the revenue synergy target of EUR 100 million to EUR 140 million, when I look at WNS' clients, there's only 20 of them or so paying more than $20 million each. So it's quite a sort of long tail of small relationships that they seem to have. Can you talk about what the synergies will come from? Is it you selling IT services to WNS clients? Is it selling more BPO to your existing customers? And how you've sort of underpinned that EUR 100 million to EUR 140 million?

Thank you. So first on the integration. Of course, we're going to be looking at driving the integration as I have -- this is my fourth large integration in the last 20 years in Capgemini. I think we have a pretty well [ hold ] process in terms of how we bring the organization together and look at potential synergies, look at how we integrate the management team, look at how we integrate the leadership teams, front end. So this is something we're going to build together over a few months post closing before we go to implementation. We don't have a defined plan today to say this is how it's going to be integrated. It's something we build together to see how we can maximize value creation, leveraging the strengths of both sides. But as with every integration, it involves both management teams, and there will be a number of leadership roles, which will also be taken by the leadership team of WNS. On your second question, I -- without giving the client names, I know a number of clients where we have had significant impact in terms of revenue. I'll give you an example. If I go to the IGATE acquisition in 2015, we did all the revenue synergies that I had announced at the time on one client. And there's a number of other clients behind that, okay? So I'm quite confident around the cross-selling opportunity. This is not about doing a long tail of clients. This is about 20 clients. If I go to the [ Kambi one ], I know how we took a client who was $5 million, and we took it to $100 million. And this client has been with us now at $100 million or above for a number of years. So you shouldn't think about the cross-selling opportunity as being selling a little bit to everybody. It's about really focused opportunities on the number of clients. If 20 is the number, 20 is a very good playing field. I think there will be synergies beyond the 20 clients, but I'm quite confident about our ability to deliver on the revenue synergies.

[Operator Instructions] There are no further questions at this time.

Well, thank you very much. Looking forward to interact with all of you over the coming days and weeks to talk about the strategic value of this transaction. We are really excited about the opportunity in front of us and looking forward to welcome the WNS team to Capgemini. Thank you.

This concludes today's conference call. Thank you for participating. You may now disconnect.