NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INTRODUCTION
This amendment No. 3 (the “Final Amendment”) to transaction statement pursuant to Rule 13e-3
amends and supplements the transaction statement pursuant to Rule 13e-3 filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), on March 8, 2024 and amended on April 19, 2024 and May 16, 2024 respectively (together with the exhibits thereto, as amended, the “Transaction
Statement”). Except as provided herein, this Final Amendment does not modify any of the information previously reported on the Transaction Statement. This Final Amendment is being jointly filed by the following Persons (each, separately, a
“Filing Person,” and collectively, the “Filing Persons”): (a) TDCX Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the
issuer of the Shares (as defined below), including the Class A Shares (as defined below) represented by ADSs, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;
(b) Transformative Investments Pte Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”); (c) Helium, an exempted company incorporated with limited liability under the laws
of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); (d) Mr. Laurent Bernard Marie Junique, founder, executive chairman, and chief executive officer of the Company, and (e) LLJ Limited, a
company incorporated under the laws of the Bahamas beneficially owned by Mr. Junique (“LLJ Limited”). Filing Persons (b) through (e) are collectively referred to herein as the “Buyer Filing Persons,” and
each, the “Buyer Filing Person.”
The Transaction Statement relates to the Agreement and Plan of Merger dated
March 1, 2024 (the “Merger Agreement”) by and among the Company, Parent and Merger Sub providing for the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the Part XVI and in
particular section 233(7) of the Companies Act (Revised) of the Cayman Islands (the “Cayman Islands Companies Act”), with the Company continuing as the surviving company (as defined in the Cayman Islands Companies Act) resulting
from the Merger.
This Final Amendment is being filed pursuant to Rule 13e-3(d) to report the results of the
transactions and other relevant information of the transaction that are the subject of the Transaction Statement.
All information contained in the
Transaction Statement concerning each Filing Person has been supplied by such Filing Person. Capitalized terms used but not defined in this Final Amendment shall have the meanings given to them in the Transaction Statement.
Amendments to the Transaction Statement
The following
paragraph amends and restates the third paragraph under the heading “Dissenters’ or Appraisal Rights”, beginning on each of pages 10 and 48 of the Transaction Statement, as follows:
Shareholders who elect to exercise Dissenters’ Rights will have the right to receive payment of the fair value of their Shares in accordance with
Section 238 of the Cayman Islands Companies Act if the Merger is consummated, but only if they: (i) deliver to the Company, within twenty (20) calendar days immediately following the date on which the Plan of Merger is delivered to
the shareholders, a written notice of objection in accordance with procedures set out in the Merger Agreement and the Plan of Merger, and (ii) deliver to the Company, within twenty (20) calendar days immediately following the date on which
the Company has given written notice of the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands to each shareholder who delivered a First Dissent Notice (as supplemented by procedures set out in the Merger Agreement
and the Plan of Merger), a written notice and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of Dissenters’ Rights. The fair value of your Shares as determined
under that statute could be more than, the same as, or less than the merger consideration you would receive pursuant to the Merger Agreement and Plan of Merger if you do not exercise Dissenters’ Rights with respect to your Shares.
The following paragraph amends and restates the first paragraph under the question “Q. Will shareholders be able to assert dissenters’ rights (also
referred to as “appraisal rights”) in connection with the Merger?”, beginning on page 16 of the Transaction Statement, as follows::
| |
A. |
Yes. Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their
Shares if the Merger is consummated as determined in accordance with the provisions of Section 238 of the Cayman Islands Companies Act and as more fully set out in the Merger Agreement and Plan of Merger, but only if they (i) deliver to
the Company, within twenty (20) calendar days immediately following the date on which the Plan of Merger is delivered to the shareholders, a written notice of objection in accordance with procedures set out in the Merger Agreement and the Plan
of Merger, and (ii) deliver to the Company, within twenty (20) calendar days immediately following the date on which the Company has given written notice of the filing of the Plan of Merger with the Registrar of Companies of the Cayman
Islands to each shareholder who delivered a First Dissent Notice (as supplemented by procedures set out in the Merger Agreement and the Plan of Merger), a written notice and subsequently comply with all procedures and requirements of
Section 238 of the Cayman Islands Companies Act for the exercise of Dissenters’ Rights, a copy of which is attached as Exhibit (f)(2) to this Transaction Statement. The fair value of each of their Shares as determined in accordance
with the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement and Plan of Merger if they do not exercise Dissenters’ Rights with
respect to their Shares. |
ITEM 15 ADDITIONAL INFORMATION
Item 15(c) is hereby amended and supplemented as follows:
| (c) |
Other Material Information |
On June 18, 2024, the Company and Merger Sub filed a plan of merger with the Registrar of Companies of the Cayman Islands, pursuant to which the Merger
became effective on June 18, 2024 (the “Effective Time”). As a result of the Merger, the Company, as the surviving company of the Merger, became a wholly owned subsidiary of Parent. In connection with the completion of the
Merger, the Parent and Merger Sub waived the condition to closing set forth in the Agreement with respect to the holders of no more than 4% of the Shares having validly served and not validly withdrawn a First Dissent Notice on or before the First
Dissent Deadline.
At the Effective Time, (i) each Class A ordinary share, par value US$0.0001 per share (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, 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)), was cancelled and ceased to exist in exchange for the right to receive US$7.20 in cash per Share without interest; (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, was cancelled and
ceased to exist in exchange for the right to receive US$7.20 in cash per ADS without interest (less applicable fees, charges and expenses payable by ADS holders pursuant to that certain Deposit Agreement, dated September 30, 2021, entered into
by and among the Company, JPMorgan Chase Bank, N.A. (the “Depositary”) 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 that certain Warrant Agreement to Purchase American Depositary Shares of TDCX Inc. dated September 2, 2022 between Airbnb Ireland Unlimited Company and the Company (the “Warrant Agreement”), and outstanding
immediately prior to the Effective Time was cancelled and ceased to exist in exchange for the right to receive US$7.19 in cash per vested warrant without interest, in each case, net of any applicable withholding taxes, except for (i) the
Rollover Shares (as defined in the Merger Agreement), which were contributed by the Rollover Shareholders (as defined in the Merger Agreement) to Merger Sub prior to the closing of the Merger (the “Closing”) in exchange for newly
issued ordinary shares of Parent or the Merger Sub, as applicable, (ii) Shares held by Parent, Merger Sub, the Company or any of their respective Subsidiaries (including ADSs corresponding to such Shares), and (iii) any Shares (including
ADSs corresponding to such Shares) held by the Depositary and reserved for issuance and allocation pursuant to the Company Share Plan (as defined in the Merger Agreement) or the Warrant Agreement, and (iv) the Shares that are issued and
outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who have validly delivered and not effectively withdrawn or lost their rights to dissent from the Merger or dissenter rights, in accordance with
Section 238 of the Cayman Islands Companies Act (collectively, the “Dissenting Shares”), which were cancelled at the Effective Time and entitled the holders thereof to receive the payment of the fair value of such Dissenting
Shares held by them determined in accordance with the provisions of Section 238 of the Cayman Islands Companies Act.
As a result of the Merger, the
Class A Shares were no longer listed on any securities exchange or quotation system, including the New York Stock Exchange (the “NYSE”). NYSE filed Form 25 with the SEC to notify the SEC of the delisting of the Class A
Shares on the NYSE and deregistration of the Company’s registered securities under the Exchange Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The
Company’s reporting obligations under the Exchange Act will be suspended upon the Company’s filing of a certification and notice on Form 15 with the SEC, and will terminate once the deregistration becomes effective.