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TDCX Inc. Announces Completion of Going-Private Transaction
Rhea-AI Impact
(Neutral)
Rhea-AI Sentiment
(Neutral)
Tags
Rhea-AI Summary
TDCX, a leading digital customer experience provider, has completed its merger to go private. As of June 18, 2024, TDCX was acquired by Founder and CEO Laurent Junique and affiliates. The company merged with Helium, a subsidiary of Transformative Investments, resulting in TDCX becoming a private entity wholly owned by Transformative Investments.
Shareholders will receive $7.20 per share or ADS in cash, and $7.19 per vested warrant. TDCX requested suspension of its trading on the NYSE, which took effect on June 20, 2024. The company also sought delisting from the SEC, effectively ending its public reporting obligations. Key legal and financial advisors included Houlihan Lokey, Hogan Lovells, Maples and Calder, Goldman Sachs, Skadden, Arps, Slate, Meagher & Flom, and Travers Thorp Alberga.
Positive
Completion of the merger to go private.
Shareholders to receive $7.20 per share or ADS.
Shareholders to receive $7.19 per vested warrant.
Successful acquisition by Laurent Junique and affiliates.
Negative
Delisting from NYSE and cessation of public trading.
Suspension of reporting obligations under the Securities Exchange Act.
Insights
The completion of TDCX Inc.'s going-private transaction carries substantial implications for shareholders and the broader market. Shareholders will receive $7.20 per share or ADS, which represents the agreed buyout price. Investors should note that this provides a fixed exit value and removes the company's shares from public trading, limiting future growth participation. Analyzing the company's financial performance leading up to this merger reveals if the $7.20 per share is a premium or a discount relative to historical trading prices. Before the merger, TDCX was trading around this price range, implying that the buyout doesn't offer substantial immediate upside but provides a secure exit. This outcome is particularly favorable for investors seeking liquidity. Additionally, the involvement of esteemed advisors like Goldman Sachs suggests the merger was meticulously planned and executed.
On a broader scale, privatization can help management streamline operations without the constant scrutiny of public markets, potentially leading to more strategic long-term decisions. However, investors lose transparency as the company will no longer be required to file public financial statements.
Rating: 1.
The legal structuring of this transaction is critical in understanding its seamless execution. As the merger was conducted under Section 233(7) of the Cayman Islands Companies Act, it wasn't subject to a shareholder vote, implying efficient procedural handling. This approach typically reduces uncertainties and accelerates the process. Shareholders retain the right to dissent and seek appraisal rights, which is standard practice. This legal pathway affirms the strength of the transaction's legal framework and minimizes the risk of litigation, making it less contentious and more predictable.
Furthermore, TDCX's decision to file Form 15 with the SEC to suspend and eventually terminate its reporting obligations simplifies compliance and reduces operational burdens. For minority shareholders, this means the effective cessation of public disclosures, which could have been a pivotal source of information. The use of high-profile legal firms on both sides also suggests a well-negotiated deal, unlikely to face significant legal challenges post-completion.
Rating: 1.
SINGAPORE--(BUSINESS WIRE)--
TDCX Inc. (“TDCX” or the “Company”) (NYSE: TDCX), an award-winning digital customer experience (CX) solutions provider for technology and blue-chip companies, today announced the completion of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated March 1, 2024, by and among the Company, Transformative Investments Pte Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Helium, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company was acquired by Mr. Laurent Junique, Founder, Executive Chairman, Director, CEO of the Company and his affiliates (the “Buyer Group”). Merger Sub merged with and into the Company, effective as of June 18, 2024 (the “Effective Time”), with the Company being the surviving company. As a result of the Merger, TDCX became a private company wholly owned by Parent and will cease to be a publicly traded company.
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each Class A ordinary share, par value US$0.0001 per share, of the Company (each a “Class A Share”) and each Class B ordinary share, par value US$0.0001 per share, of the Company (each a “Class B Share”, and together with each Class A Share, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement), the Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs (as defined below), shall be cancelled and cease to exist in exchange for the right to receive US$7.20 in cash per Share without interest (the “Per Share Merger Consideration”); (ii) each American Depositary Share, representing one (1) Class A Share (each, an “ADS” or, collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), and each Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$7.20 in cash per ADS without interest (the “Per ADS Merger Consideration”) (less applicable fees, charges and expenses payable by ADS holders pursuant to the deposit agreement, dated September 30, 2021, entered into by and among the Company, JPMorgan Chase Bank, N.A. and the holders and beneficial owners of the ADSs, and any applicable taxes and other governmental charges); and (iii) each warrant granted and vested pursuant to the Warrant Agreement to Purchase American Depositary Shares of TDCX Inc. dated September 2, 2022 between the Company and a certain shareholder, issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in exchange for the right to receive US$7.19 in cash per vested warrant without interest (the “Per Warrant Merger Consideration”, together with the Per Share Merger Consideration and the Per ADS Merger Consideration, the “Merger Consideration”), in each case, net of any applicable withholding taxes.
Each registered holder of Shares or ADSs immediately prior to the Effective Time who is entitled to the Merger Consideration will receive a letter of transmittal and instructions from the paying agent on how to surrender their Shares or ADSs in exchange for the Merger Consideration in respect of each Share or ADS held thereby, and should wait to receive the letter of transmittal before surrendering their Shares or ADSs.
Because Merger Sub owned over 90% of the voting power represented by all issued and outstanding shares of TDCX prior to the effectiveness of the Merger and the Merger was in the form of a short-form merger in accordance with Section 233(7) of the Cayman Islands Companies Act, the Merger was not subject to a vote of the shareholders of TDCX.
TDCX requested that trading of its ADSs on the New York Stock Exchange (the “NYSE”) be suspended prior to the opening of trading on June 20, 2024. The Company requested that the NYSE file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) notifying the SEC of the delisting of the ADSs on the NYSE and the deregistration of the Company’s registered securities.
TDCX intends to file with the SEC a Form 15 suspending TDCX’s reporting obligations under the Securities Exchange Act of 1934. TDCX’s obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
In connection with the Merger, Houlihan Lokey (China) Limited is serving as financial advisor to the committee of independent and disinterested directors established by TDCX’s board of directors (the “Special Committee”). Hogan Lovells is serving as U.S. legal counsel to the Special Committee. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee.
Goldman Sachs (Singapore) Pte. is serving as financial advisor to the Buyer Group. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Buyer Group. Travers Thorp Alberga is serving as Cayman Islands legal counsel to the Buyer Group.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. The Company may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, including the possibility that the Merger will not occur as planned if events arise that result in the termination of the Merger Agreement, if the expected financing for the Merger is not available for any reason, or if one or more of the various closing conditions to the Merger are not satisfied or waived, and other risks and uncertainties regarding the Merger Agreement and the Merger that will be discussed in the Schedule 13E-3 to be filed with the SEC. All information provided in this press release is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law. You should not rely upon these forward-looking statements as predictions of future events.
About TDCX Inc.
Singapore-headquartered TDCX provides transformative digital CX solutions, enabling world-leading and disruptive brands to acquire new customers, to build customer loyalty and to protect their online communities.
TDCX helps clients achieve their customer experience aspirations by harnessing technology, human intelligence and its global footprint. It serves clients in fintech, gaming, technology, travel and hospitality, digital advertising and social media, streaming and e-commerce. TDCX’s expertise and strong footprint in Asia has made it a trusted partner for clients, particularly high-growth, new economy companies, looking to tap the region’s growth potential.
TDCX’s commitment to delivering positive outcomes for our clients extends to its role as a responsible corporate citizen. Its Corporate Social Responsibility program focuses on positively transforming the lives of its people, its communities and the environment.
TDCX employs more than 17,800 employees across 30 campuses globally, specifically in Brazil, Colombia, Hong Kong, India, Indonesia, Japan, Malaysia, Mainland China, Philippines, Romania, Singapore, South Korea, Spain, Thailand, Türkiye, and Vietnam. For more information, please visit www.tdcx.com.
