iClick Interactive Asia Group Limited Announces Shareholders' Approval of Merger Agreement

Rhea-AI Summary

iClick Interactive Asia Group Limited (NASDAQ: ICLK) announced shareholder approval for a merger agreement, with 99.77% of votes in favor. The merger will make the company privately-held, delisting its ADSs from stock exchanges.

Insights

Financial Analyst

The approval of the merger agreement by iClick Interactive Asia Group Limited's shareholders is a pivotal event that signals a significant change in the company's ownership structure and market presence. The overwhelming shareholder support, with approximately 99.77% of the votes cast in favor, underscores the confidence the investors have in the strategic rationale behind the merger. This transaction, once completed, will transition iClick from a public entity listed on NASDAQ to a private company, effectively removing its shares from public trading.

The immediate implications for shareholders include the cessation of liquidity and marketability associated with the company's ADSs. This could potentially impact the valuation of their investment, as private companies are typically valued differently than public ones. Additionally, shareholders should be aware of the potential for changes in company strategy and operations post-merger, as the new ownership may have different objectives and approaches to management.

In the long term, the move to privatization might allow iClick more flexibility in pursuing strategic initiatives without the pressures of quarterly earnings reports and market expectations. However, it may also limit the company's capital-raising options and reduce transparency for stakeholders.

Legal Expert

The legal intricacies of a merger, especially one involving companies in different jurisdictions like iClick, require careful consideration. The merger must comply with the legal requirements of the Cayman Islands, where iClick is registered and any other applicable regulatory bodies. The nearly unanimous vote at the EGM suggests that the proposed terms of the merger were well-received by the shareholders, likely due to thorough due diligence and a belief that the merger terms are in their best interest.

For the merger to proceed, all conditions set forth in the Merger Agreement must be satisfied or waived. This includes regulatory approvals, which can be complex given the cross-border nature of the transaction. The legal framework and conditions precedent are designed to protect all parties involved, including minority shareholders and ensure that the merger is executed in a fair and lawful manner.

It is also important to note that upon completion of the merger, the company's reporting obligations will change and shareholders may experience a shift in their rights and entitlements. The legal ramifications of this shift should be communicated clearly to the shareholders to ensure they are fully informed of the changes.

Market Research Analyst

The decision to take iClick private can be seen as a strategic move that reflects broader market trends, where certain firms opt for the private route to gain more control and flexibility in their operations. This trend is often observed in markets where companies face significant competitive pressures or where public market valuations do not align with management's assessment of the company's intrinsic value.

Market research suggests that private ownership could enable iClick to focus on long-term growth strategies without the short-term performance pressures from the public markets. However, this could also potentially limit the company's exposure to a broader pool of investors and the benefits that come with public company status, such as increased brand recognition and credibility.

Analyzing the impact on the broader industry, this merger could potentially signal a consolidation trend within the marketing cloud platform sector, especially in the Asia-Pacific region. Stakeholders in similar companies should monitor these developments closely as they may have implications for competitive dynamics and industry investment flows.

HONG KONG, March 8, 2024 /PRNewswire/ -- iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ: ICLK), a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced that at an extraordinary general meeting of shareholders (the "EGM") held today, the Company's shareholders voted in favor of, among other things, the proposal to authorize and approve the execution, delivery and performance of the previously announced agreement and plan of merger, dated as of November 24, 2023 (the "Merger Agreement"), by and among the Company, TSH Investment Holding Limited ("Parent"), and TSH Merger Sub Limited, a wholly-owned subsidiary of Parent ("Merger Sub"), and the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger"), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"), and to authorize and approve the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger.  

Approximately 54.97% of the Company's total outstanding Class A ordinary shares and Class B ordinary shares, par value US$0.001 per share (each, a "Class A Share" and "Class B Share," respectively), including Class A Shares represented by the Company's American depositary shares (the "ADSs"), attended the EGM in person or by proxy. Each shareholder has one vote for each Class A Share or 20 votes for each Class B Share. These shares represented approximately 84.64% of the total outstanding votes represented by the Company's total ordinary shares outstanding at the close of business in the Cayman Islands on the record date of February 15, 2024. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, were approved by approximately 99.77% of the total votes cast at the EGM.

The completion of the Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the other parties to the Merger Agreement towards satisfying all other conditions precedent to the Merger set forth in the Merger Agreement and completing the Merger as quickly as possible. If and when the Merger is completed, it would result in the Company becoming a privately-held company and its ADSs would no longer be listed or traded on any stock exchange, including the NASDAQ Global Market, and the Company's ADS program would be terminated.

About iClick Interactive Asia Group Limited

Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a leading enterprise and marketing cloud platform in China. iClick's mission is to empower worldwide brands to unlock the enormous market potential of smart retail. With its leading proprietary technologies, iClick's full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. Headquartered in Hong Kong, iClick currently operates in eleven locations across Asia and Europe. For more information, please visit ir.i-click.com. 

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and words of similar meaning. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: the possibility that the Merger will not close as planned if events arise that result in the termination of the Merger Agreement; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement filed by the Company. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is current as of the date of this press release, and the Company does not undertake any obligation to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

In China:	In the United States:
iClick Interactive Asia Group Limited	Core IR
Catherine Chau	Tom Caden
Phone: +852 3700 9100	Phone: +1-516-222-2560
E-mail: ir@i-click.com	E-mail: tomc@coreir.com

                                                       

 

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SOURCE iClick Interactive Asia Group Limited

FAQ

What did iClick Interactive Asia Group Limited announce regarding a merger agreement?

iClick Interactive Asia Group Limited announced that its shareholders voted in favor of a proposal to authorize and approve the execution, delivery, and performance of a merger agreement with TSH Investment Holding Limited and TSH Merger Sub Limited.

What percentage of votes were in favor of the Merger Agreement at the extraordinary general meeting?

Approximately 99.77% of the total votes cast at the extraordinary general meeting were in favor of the Merger Agreement.

What will happen to iClick Interactive Asia Group Limited if the Merger is completed?

If the Merger is completed, iClick Interactive Asia Group Limited will become a privately-held company, and its ADSs will no longer be listed or traded on any stock exchange.

When was the record date for the extraordinary general meeting regarding the Merger Agreement?

The record date for the extraordinary general meeting regarding the Merger Agreement was February 15, 2024.

What percentage of the Company's total outstanding shares attended the extraordinary general meeting?

Approximately 84.64% of the total outstanding votes represented by the Company's total ordinary shares outstanding attended the extraordinary general meeting.