Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>In a long-form merger for Cayman incorporated companies, dissenters can petition the Grand Court for determination of fair value. For short form merges, that avenue of dissent was not available. </li>
<li>But on the 28 January 2021, the Grand Court of the Cayman Islands concluded that shareholders of companies that undertake a 'short-form' merger were entitled to dissent.</li>
<li>
<a href="https://www.smartkarma.com/entities/changyou-com-ltd-ads" target="_blank" data-smartkarma-citation="entities:19287:1" rel="noopener">Changyou.com (CYOU US)</a> appealed this decision in the Court of Appeal, and was dismissed. Then appealed to the Privy Council. In a judgement handed down yesterday, this was also dismissed. </li>
</ul>


In a long-form merger for Cayman incorporated companies, dissenters can petition the Grand Court for determination of fair value. For short form merges, that avenue of dissent was not available. 
But on the 28 January 2021, the Grand Court of the Cayman Islands concluded that shareholders of companies that undertake a 'short-form' merger were entitled to dissent.

Changyou.com (CYOU US) appealed this decision in the Court of Appeal, and was dismissed. Then appealed to the Privy Council. In a judgement handed down yesterday, this was also dismissed. 


Changyou (CYOU US): Short-Form Merger Dissent Now (Definitely) Permitted

<ul>
<li>On the 2 January, <a href="https://www.smartkarma.com/entities/tdcx-inc" target="_blank" data-smartkarma-citation="entities:34187:1" rel="noopener">TDCX (TDCX US)</a>, a Singapore-headquartered digital customer experience (CX) provider, announced it had received a preliminary non-binding proposal from Laurent Junique to be acquired at $6.60/ADS.  </li>
<li>On the 1st March, TDCX <a href="https://investors.tdcx.com/news/financial-news/news-details/2024/TDCX-Inc.-Enters-into-Definitive-Merger-Agreement-for-Going-Private-Transaction/default.aspx" target="_blank" rel="noopener">entered in a definitive agreement</a> by way of a short form merger at US$7.20/ADS, a 48% premium to undisturbed.</li>
<li>As Laurent Junique holds 98.4% of the voting power, there is no shareholder vote on the merger. This is done. The Offer should close in the 2Q24.  </li>
</ul>


On the 2 January, TDCX (TDCX US), a Singapore-headquartered digital customer experience (CX) provider, announced it had received a preliminary non-binding proposal from Laurent Junique to be acquired at $6.60/ADS.  
On the 1st March, TDCX entered in a definitive agreement by way of a short form merger at US$7.20/ADS, a 48% premium to undisturbed.
As Laurent Junique holds 98.4% of the voting power, there is no shareholder vote on the merger. This is done. The Offer should close in the 2Q24.  


TDCX (TDCX US)'s $7.20/Share Short-Form Merger

Articles from Caixin Global, Caixin Global

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News from Caixin

Thematic (Sector/Industry)

<ul><li>China’s gaming industry surged in the first half of 2025, posting its fastest growth in five years, fueled by hit mobile titles, rising e-sports revenues and the continued boom in mini-games.</li><li>According to an report released Thursday by the China Audio-Video and Digital Publishing Association at the ChinaJoy Digital Entertainment Conference in Shanghai, the domestic gaming market generated 168 billion yuan ($23 billion) in revenue from January to June, up 14.1% year-on-year.</li><li>The country counted 679 million gamers, a modest 0.7% rise, marking the fourth straight year of user growth below 1%.</li></ul>

China’s gaming industry surged in the first half of 2025, posting its fastest growth in five years, fueled by hit mobile titles, rising e-sports revenues and the continued boom in mini-games.According to an report released Thursday by the China Audio-Video and Digital Publishing Association at the ChinaJoy Digital Entertainment Conference in Shanghai, the domestic gaming market generated 168 billion yuan ($23 billion) in revenue from January to June, up 14.1% year-on-year.The country counted 679 million gamers, a modest 0.7% rise, marking the fourth straight year of user growth below 1%.

China Proves a Winner in the Gaming Market as Growth Hits a Five-Year High 

<ul>
<li>With another US-listed China play subject to an Offer - <a href="https://www.smartkarma.com/entities/dada-nexus-ltd" target="_blank" data-smartkarma-citation="entities:28961:1" rel="noopener">Dada Nexus (DADA US)</a> - what exactly is the process for dissentient shareholders to dissent?</li>
<li>Do they need to vote Against, For, or Abstain? Or not at all? The short answer: in the Cayman Islands, there are no restrictions on how a dissenter can vote.</li>
<li>This insight is a bolt on to my ongoing series on appraisal rights in the privatisation of a Cayman Islands companies listed in the U.S.</li>
</ul>


With another US-listed China play subject to an Offer - Dada Nexus (DADA US) - what exactly is the process for dissentient shareholders to dissent?
Do they need to vote Against, For, or Abstain? Or not at all? The short answer: in the Cayman Islands, there are no restrictions on how a dissenter can vote.
This insight is a bolt on to my ongoing series on appraisal rights in the privatisation of a Cayman Islands companies listed in the U.S.


US-Listed China Plays: Thoughts On Dissention

<ul>
<li>
<a href="https://www.smartkarma.com/entities/tdcx-inc" target="_blank" data-smartkarma-citation="entities:34187:1" rel="noopener">TDCX (TDCX US)</a>, a Singapore-headquartered digital customer experience (CX) provider, has announced a preliminary non-binding proposal from Laurent Junique, founder/CEO, and largest shareholder (98.3% of the voting power).</li>
<li>Junique is offering US$6.60/ADS, a 39% premium to the 30-day VWAP, but a 63% discount to its IPO price a little over two years ago. </li>
<li>One issue dogging TDCX is the key man risk given Junique's almost absolute control. Now he's trying to take the company private on the cheap.</li>
</ul>



TDCX (TDCX US), a Singapore-headquartered digital customer experience (CX) provider, has announced a preliminary non-binding proposal from Laurent Junique, founder/CEO, and largest shareholder (98.3% of the voting power).
Junique is offering US$6.60/ADS, a 39% premium to the 30-day VWAP, but a 63% discount to its IPO price a little over two years ago. 
One issue dogging TDCX is the key man risk given Junique's almost absolute control. Now he's trying to take the company private on the cheap.


China

Changyou.com Ltd. develops online computer games.  The Company licenses its massively multi-player online role playing games.

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Changyou.com (CYOU US)

Changyou (CYOU US): Short-Form Merger Dissent Now (Definitely) Permitted

This decision reminds Offerors seeking to take a company private that dissension will be available to shareholders dissatisfied with the price at...

David Blennerhassett

China Proves a Winner in the Gaming Market as Growth Hits a Five-Year High

China’s gaming industry surged in the first half of 2025, posting its fastest growth in five years, fueled by hit mobile titles, rising e-sports...

Caixin Global

US-Listed China Plays: Thoughts On Dissention

Voting is irrelevant: A shareholder can vote “Yes,” “No,” abstain, or not vote at all and still dissent, as long as they follow the statutory process.

David Blennerhassett

TDCX (TDCX US): Laurent Junique's NBIO

TDCX is trading at a 4.3% gross spread to terms. This is being done too cheaply. It should get bumped. But I'm not sure that it will.

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Changyou (CYOU US): Short-Form Merger Dissent Now (Definitely) Permitted

This decision reminds Offerors seeking to take a company private that dissension will be available to shareholders dissatisfied with the price at...

David Blennerhassett

TDCX (TDCX US)'s $7.20/Share Short-Form Merger

The effective date for the merger of TDCX is expected to occur (no sooner than) 20 days from the latest SEC filing (see discussions). As the...

David Blennerhassett

China Proves a Winner in the Gaming Market as Growth Hits a Five-Year High

China’s gaming industry surged in the first half of 2025, posting its fastest growth in five years, fueled by hit mobile titles, rising e-sports...

Caixin Global

US-Listed China Plays: Thoughts On Dissention

Voting is irrelevant: A shareholder can vote “Yes,” “No,” abstain, or not vote at all and still dissent, as long as they follow the statutory process.

David Blennerhassett

TDCX (TDCX US): Laurent Junique's NBIO

TDCX is trading at a 4.3% gross spread to terms. This is being done too cheaply. It should get bumped. But I'm not sure that it will.

David Blennerhassett