TDCX Inc. Enters into Definitive Merger Agreement for Going-Private Transaction

TDCX Inc. (“TDCX” or the “Company”) (NYSE: TDCX), today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Transformative Investments Pte Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Helium, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company will be acquired by Mr. Laurent Junique, Founder, Executive Chairman, Director, CEO of the Company and his affiliates (the “Buyer Group”) in a transaction implying an equity value of the Company of approximately US$1.037 billion.

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 (as defined below) 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 (Revised) of the Cayman Islands (the “Merger”), 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.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (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 (iii) each vested warrant granted 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”).