TDCX enters merger agreement for going-private transaction

TDCX announced that it has entered into a definitive Agreement and Plan of Merger with Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent, pursuant to which the Company will be acquired by Laurent Junique, Founder, Executive Chairman, Director, CEO of the company and his affiliates in a transaction implying an equity value of the company of approximately $1.037B. The members of the Buyer Group currently beneficially own, in the aggregate, approximately 86.1% of all the issued and outstanding shares, representing approximately 98.4% of the aggregate voting power of the Company. Parent and the Buyer Group members have entered into rollover and contribution agreements, pursuant to which (i) Parent has irrevocably agreed to contribute its shares in the Company to the Merger Sub prior to the closing of the Merger in exchange for newly issued ordinary shares of Merger Sub, and (ii) certain other Buyer Group members and their affiliates have irrevocably agreed to contribute their respective shares in the Company to the Merger Sub prior to the closing of the Merger in exchange for newly issued ordinary shares of Parent. Subject to the terms and conditions of the Merger Agreement, the Merger Sub will merge with and into the Company through a “short-form” merger in accordance with Part XVI and in particular section 233(7) of the Companies Act of the Cayman Islands, with the Company surviving the Merger as the surviving company and becoming a direct wholly-owned subsidiary of Parent as a result of the Merger. The Merger is currently expected to close in the second quarter of 2024. If completed, the Merger will result in the company becoming a privately-owned company wholly-owned directly by Parent, its ADSs will no longer be listed on the New York Stock Exchange, and the ADS program will be terminated.