NYSE-listed TDCX Inc. has entered into a definitive merger agreement for its previously announced privatisation proposal.
On March 1, the company announced its merger agreement with Transformative Investments, a Cayman Islands exempted company, and Helium, a wholly-owned subsidiary of Transformative Investments.
The agreement will see TDCX acquired by founder and CEO Laurent Junique and his affiliates in a transaction implying an equity value of the company of approximately US$1.037 billion ($1.4 billion).
The members of the buyer group, comprising Junique and his affiliates, currently beneficially own approximately 86.1% of all the issued and outstanding shares in TDCX, representing approximately 98.4% of the aggregate voting power of the company.
Subject to the terms and conditions of the merger agreement, Helium will merge with and into TDCX through a short-form merger in accordance with the Companies Act of the Cayman Islands, with TDCX becoming the surviving company and a direct wholly-owned subsidiary of Transformative Investments.
Transformative Investments and the buyer group members have entered into rollover and contribution agreements, pursuant to which Transformative Investments has agreed to contribute its shares in TDCX to its subsidiary Helium prior to the closing of the merger in exchange for newly issued ordinary shares of Helium.
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Certain other buyer group members and their affiliates have also agreed to contribute their respective shares in TDCX to Helium prior to the closing of the merger in exchange for newly issued ordinary shares of Transformative Investments.
Pursuant to the terms of the merger agreement, each issued and outstanding Class A and Class B ordinary share, which both hold par values of US$0.0001 per share, shall be cancelled and cease to exist in exchange for the right to receive US$7.20 in cash per share without interest.
Each issued and outstanding American Depositary Share (ADS), representing one Class A share, shall be cancelled and cease to exist in exchange for the right to receive US$7.20 in cash per ADS without interest.
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Finally, each issued and outstanding vested warrant granted to an unnamed shareholder 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 merger consideration represents a premium of 48% to the closing price of TDCX’s ADSs on Dec 29, 2023, the last trading day prior to the company’s receipt of its privatisation proposal on Jan 2, and a premium of 17% to the closing price of the company’s ADSs on Feb 29, the last trading day prior to the execution of the merger agreement.
The company's shares were priced at US$18 for its initial public offering (IPO) on the NYSE in Oct 2021.
The merger is currently expected to close in the second quarter of 2024. If completed, the merger will result in TDCX becoming a privately-owned company wholly-owned by Transformative Investments, with its ADSs no longer listed on the NYSE and the ADS programme terminated.
Shares in TDCX were around 13.8% higher than their previous closing price of US$6.16, at US$7.01 in premarket trading on the NYSE as at 8.47pm SGT on March 1.
