SEC Comment Letter 0000000000-24-004657 to TDCX Inc. (CIK 0001803112)
TDCX Inc. (CIK 0001803112)
Date: April 26, 2024 · CIK: 0001803112 · Accession: 0000000000-24-004657
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo April 26, 2024 Stephanie Tang Partner, Hogan Lovells TDCX Inc. 11/F, One Pacific Place 88 Queensway Hong Kong Re:TDCX Inc. Amended Schedule 13E-3 filed by TDCX Inc. et al. Filed April 19, 2024 File No. 005-92939 Dear Stephanie Tang: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing your response to these comments, we may have additional comments. Amended Schedule 13E-3 Summary, page 3 1.We note your response to prior comment 1 but note that no revisions have been made to your disclosure and that your Summary and Questions and Answers sections remain, together, nearly 30 pages long. Thus, we reissue the comment. 2.We note your response to prior comment 3 but note that no revisions were made to your disclosure. Thus, we reissue the comment. Special Factors -- Background of the Merger, page 30 3.Please revise the disclosure on page 38 to describe the nature of the letters you received from minority shareholders after March 8, 2024. Special Factors -- Reasons for the Merger, page 38 4.We reissue prior comment 5. We note that your revised disclosure does not explain how a filing person that adopted or relied on Houlihan Lokey's opinion was able to reach a fairness determination with respect to unaffiliated shareholders given that the fairness
FirstName LastNameStephanie Tang Comapany NameTDCX Inc. April 26, 2024 Page 2 FirstName LastName Stephanie Tang TDCX Inc. April 26, 2024 Page 2 opinion addresses all shareholders, including affiliated shareholders, who have different interests than unaffiliated shareholders. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
April 26, 2024
Stephanie Tang
Partner, Hogan Lovells
TDCX Inc.
11/F, One Pacific Place
88 Queensway
Hong Kong
Re:TDCX Inc.
Amended Schedule 13E-3 filed by TDCX Inc. et al.
Filed April 19, 2024
File No. 005-92939
Dear Stephanie Tang:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
After reviewing your response to these comments, we may have additional comments.
Amended Schedule 13E-3
Summary, page 3
1.We note your response to prior comment 1 but note that no revisions have been made to
your disclosure and that your Summary and Questions and Answers sections remain,
together, nearly 30 pages long. Thus, we reissue the comment.
2.We note your response to prior comment 3 but note that no revisions were made to your
disclosure. Thus, we reissue the comment.
Special Factors -- Background of the Merger, page 30
3.Please revise the disclosure on page 38 to describe the nature of the letters you received
from minority shareholders after March 8, 2024.
Special Factors -- Reasons for the Merger, page 38
4.We reissue prior comment 5. We note that your revised disclosure does not explain how a
filing person that adopted or relied on Houlihan Lokey's opinion was able to reach a
fairness determination with respect to unaffiliated shareholders given that the fairness
FirstName LastNameStephanie Tang
Comapany NameTDCX Inc.
April 26, 2024 Page 2
FirstName LastName
Stephanie Tang
TDCX Inc.
April 26, 2024
Page 2
opinion addresses all shareholders, including affiliated shareholders, who have different
interests than unaffiliated shareholders.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions