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
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.
FirstName LastNameStephanie Tang Sincerely,
Comapany NameTDCX Inc.
Division of
Corporation Finance
April 26, 2024 Page 2 Office of Mergers
& Acquisitions
FirstName LastName