Indian Outsourcing Company in $255 Million IPO

July 31, 2006

Cleary Gottlieb advised the underwriters, led by Morgan Stanley, Deutsche Bank and Merrill Lynch, initial public offering and New York Stock Exchange listing of 12,763,708 American Depositary Shares of WNS (Holdings) Limited, a business process outsourcing firm based in India. Combined with the exercised overallotment option, the total offering size was approximately $255 million.

WNS was founded in 1996 as an in-house unit of British Airways, and is now among the top two India-based business process outsourcing companies. WNS focuses on airlines and travel agencies, such as Air Canada, British Airways, Travelocity and Virgin Atlantic Airways, as well as banks and insurance companies. WNS is controlled by private equity firm Warburg Pincus, one of the selling shareholders in the IPO.