WNS (Holdings) Limited (WNS) (NYSE: WNS), a leading provider of
global Business Process Management (BPM) solutions, today announced
it has acquired The Smart Cube, a leader in platform-driven
research and analytics (R&A) focused on procurement and supply
chain, and OptiBuy, a leading European provider of procurement
platform consulting and implementation solutions. These assets are
complementary to WNS’ existing offerings and strengthen the
company’s capabilities in both high-end procurement and advanced
analytics.
The Smart Cube
Founded in 2003 and headquartered in London, UK, The Smart Cube
provides digitally-led market intelligence and analytics solutions.
The company’s offerings span four key areas including procurement
and supply chain, commercial sales and marketing, digital and
analytics, and strategy and investment research. The Smart Cube
leverages their proprietary digital AI knowledge management
platform called “Amplifi Pro” to help clients drive improved
procurement and market intelligence and insight-based decision
making. They also bring strong front-end advisory capabilities and
a large European footprint to the WNS portfolio. The company has
over 800 global employees including a seasoned leadership team with
CXO-level relationships, and more than 600 talented R&A
specialists with approximately 2/3 holding a Master’s degree. The
acquisition of The Smart Cube was completed today. Consideration
for the transaction is $125.0 million including up-front payment
and expected earn-outs, and excludes adjustments for cash, debt,
and working capital. Based on The Smart Cube’s revenue generated in
calendar 2022, the acquisition is expected to add approximately $9
million to WNS’ net revenue* in fiscal 2023, and to be dilutive by
$0.01 to WNS’ fiscal 2023 adjusted diluted earnings per
share**.
"The Smart Cube is proud to become part of WNS, an industry
leader in global Business Process Management. Both of our firms
share a common philosophy of partnering and growing with clients,
and believe our businesses continue to have huge growth
opportunities ahead,” said Gautam Singh, Founder and CEO of The
Smart Cube. “Over the last 20 years, we have built a strong
business based on delivering value for our clients leveraging our
unique AI+HI (artificial intelligence + human intelligence)
methodology. We are delighted to now join WNS in the next phase of
our growth journey.”
OptiBuy
Founded in 2010 and headquartered in Warsaw, Poland, OptiBuy is
a leading European provider of procurement platform consulting and
implementation solutions. The company helps clients leverage the
capabilities of leading 3rd party procurement and supply chain
platforms including Ivalua, Jaggaer, and O9, and complements WNS’
existing offerings with platforms such as Coupa and Ariba. In
addition, OptiBuy also provides consulting, optimization,
outsourcing, and training services to their clients. Currently
focused on the EMEA market, the company has approximately 90
employees including more than 40 senior-level certified platform
implementation professionals based in Poland. WNS views expansion
of these capabilities into the North American market as a
significant opportunity. The acquisition of OptiBuy was completed
on December 14, 2022. Consideration for the transaction is €30.0
million including up-front payment and expected earn-outs, and
excludes adjustments for cash, debt, and working capital. Based on
OptiBuy’s revenue generated in calendar 2022, the acquisition is
expected to add approximately $2 million to WNS’ net revenue* in
fiscal 2023, and to be neutral to WNS’ fiscal 2023 adjusted diluted
earnings per share**.
“On behalf of the entire team at OptiBuy, we are excited to
become part of WNS and believe that the combination of our two
firms will enable the creation of differentiated, end-to-end
digital procurement and supply chain solutions for the global
marketplace,” said Mateusz Borowiecki, Managing Director of
OptiBuy. “We look forward to building on the capabilities we have
created over the past 12 years and working with the WNS team as we
help clients leverage digital technologies to drive long-term
business value.”
WNS has funded the up-front payments for these acquisitions with
a combination of cash on hand and £83 million of long-term
debt.
“Both of these companies possess unique, digitally-led/human
intelligence capabilities which are complementary to WNS’ existing
procurement and analytics offerings, and are also complementary
with each other. The Smart Cube and OptiBuy bring experienced
leadership teams, highly specialized resources, and differentiated
technology offerings to the WNS portfolio. These companies also
have blue-chip customer bases with extensive cross-selling
opportunities, and proven track records of delivering strong top
line growth, healthy margins, and high levels of customer
satisfaction. We believe that The Smart Cube and OptiBuy will
significantly enhance our WNS-Denali (procurement) and WNS-Triange
(analytics) solutions, and help accelerate our positioning and
growth in these strategic areas. On behalf of myself and the entire
WNS team, we are excited to welcome the talented teams of The Smart
Cube and OptiBuy to the WNS family,” said Keshav R. Murugesh, WNS’
Chief Executive Officer.
About WNS
WNS (Holdings) Limited (NYSE: WNS) is a leading Business Process
Management (BPM) company. WNS combines deep industry knowledge with
technology, analytics, and process expertise to co-create
innovative, digitally led transformational solutions with over 400
clients across various industries. WNS delivers an entire spectrum
of BPM solutions including industry-specific offerings, customer
experience services, finance and accounting, human resources,
procurement, and research and analytics to re-imagine the digital
future of businesses. As of September 30, 2022, WNS had 57,503
professionals across 60 delivery centers worldwide including
facilities in Canada, China, Costa Rica, India, the Philippines,
Poland, Romania, South Africa, Spain, Sri Lanka, Turkey, the United
Kingdom, and the United States. For more information, visit
www.wns.com.
Safe Harbor Statement
This release contains forward-looking statements, as defined in
the safe harbor provisions of the US Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
our current expectations and assumptions about our Company, The
Smart Cube, OptiBuy, and our industry. Generally, these
forward-looking statements may be identified by the use of
terminology such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “will,” “seek,” “should” and similar expressions. These
statements include, among other things, expressed or implied
forward-looking statements relating to our expectations regarding
the benefits from our acquisitions of The Smart Cube and OptiBuy,
including The Smart Cube’s and OptiBuy’s expected impact on our
results of operations. Forward-looking statements inherently
involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such
statements. Such risks and uncertainties include but are not
limited to The Smart Cube’s and OptiBuy’s respective expected
volume of business and results of operations, our ability to
successfully integrate The Smart Cube’s and OptiBuy’s respective
business operations into ours, our ability to successfully leverage
The Smart Cube’s and OptiBuy’s respective capabilities to grow our
revenue, expand our service offerings and market share, our ability
achieve accretive benefits from our acquisitions of The Smart Cube
and OptiBuy, worldwide economic and business conditions, our
dependence on a limited number of clients in a limited number of
industries; the impact of the COVID-19 pandemic on our and our
clients’ business, financial condition, results of operations and
cash flows; currency fluctuations; political or economic
instability in the jurisdictions where we have operations;
regulatory, legislative and judicial developments; increasing
competition in the BPM industry; technological innovation; our
liability arising from cybersecurity attacks, fraud or unauthorized
disclosure of sensitive or confidential client and customer data;
telecommunications or technology disruptions; our ability to
attract and retain clients; negative public reaction in the US or
the UK to offshore outsourcing; our ability to collect our
receivables from, or bill our unbilled services to our clients; our
ability to expand our business or effectively manage growth; our
ability to hire and retain enough sufficiently trained employees to
support our operations; the effects of our different pricing
strategies or those of our competitors; our ability to successfully
consummate, integrate and achieve accretive benefits from our
strategic acquisitions, and to successfully grow our revenue and
expand our service offerings and market share; and future
regulatory actions and conditions in our operating areas, and our
ability to manage the impact of climate change on our business.
These and other factors are more fully discussed in our most recent
annual report on Form 20-F and subsequent reports on Form 6-K filed
with or furnished to the US Securities and Exchange Commission
(SEC) which are available at www.sec.gov. We caution you not to
place undue reliance on any forward-looking statements. Except as
required by law, we do not undertake to update any forward-looking
statements to reflect future events or circumstances.
References to “$” and “USD” refer to the United States dollars,
the legal currency of the United States; references to “£” refer to
the British pound, the legal currency of Britain; references to “€”
refer to the Euro, the legal currency of the European Monetary
Union; and references to “INR” refer to Indian Rupees, the legal
currency of India. References to GAAP refers to International
Financial Reporting Standards, as issued by the International
Accounting Standards Board (IFRS).
*Net revenue refers to WNS’ revenue less repair payments, which
is a non-GAAP financial measure. For financial statement reporting
purposes, WNS has two reportable segments: WNS Global BPM and WNS
Auto Claims BPM. Revenue less repair payments is a non-GAAP
financial measure that is calculated as (a) revenue less (b) in the
auto claims business, payments to repair centers for “fault” repair
cases where WNS acts as the principal in its dealings with the
third party repair centers and its clients. WNS believes that
revenue less repair payments for “fault” repairs reflects more
accurately the value addition of the business process management
services that it directly provides to its clients. For more
details, please see the discussion in “Part I – Item 5. Operating
and Financial Review and Prospects – Overview” in our annual report
on Form 20-F filed with the SEC on May 17, 2022. **Adjusted diluted
earnings per share is a non-GAAP financial measure and is
calculated as profit after tax excluding goodwill impairment,
share-based compensation expense, and amortization of intangible
assets and including the tax effect thereon, divided by the number
of the company’s diluted ordinary shares outstanding.
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version on businesswire.com: https://www.businesswire.com/news/home/20221215006157/en/
Investors: David Mackey EVP – Finance & Head
of Investor Relations WNS (Holdings) Limited +1 (646) 908-2615
david.mackey@wns.com
Media: Archana Raghuram Global Head – Marketing
& Communications and Corporate Business Development WNS
(Holdings) Limited +91 (22) 4095 2397 archana.raghuram@wns.com;
pr@wns.com
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