iClick Interactive Asia Group Limited Enters into a Definitive Merger Agreement with Amber DWM Holding Limited, a Leading Asian Digital Wealth Management Services Provider
iClick Interactive Asia Group (NASDAQ: ICLK) has entered into a definitive merger agreement with Amber DWM Holding, a digital wealth management services provider. The merger values iClick at US$40 million and Amber DWM at US$360 million. Post-merger, Amber DWM shareholders will own 90% of shares and 97% voting power, while iClick shareholders will retain 10% of shares and 3% voting power. The company will be renamed to Amber International Holding . The merger completion is expected by June 30, 2025, subject to shareholder and regulatory approvals. Amber DWM shareholders agreed to a 12-month lock-up period for received shares.
iClick Interactive Asia Group (NASDAQ: ICLK) ha firmato un accordo di fusione definitivo con Amber DWM Holding, un fornitore di servizi di gestione patrimoniale digitale. La fusione valuta iClick a 40 milioni di dollari e Amber DWM a 360 milioni di dollari. Dopo la fusione, gli azionisti di Amber DWM possiederanno il 90% delle azioni e il 97% del potere di voto, mentre gli azionisti di iClick manterranno il 10% delle azioni e il 3% del potere di voto. L'azienda sarà rinominata Amber International Holding. Il completamento della fusione è previsto per il 30 giugno 2025, soggetto ad approvazioni da parte degli azionisti e delle autorità di regolamentazione. Gli azionisti di Amber DWM hanno concordato un periodo di lock-up di 12 mesi per le azioni ricevute.
iClick Interactive Asia Group (NASDAQ: ICLK) ha entrado en un acuerdo de fusión definitivo con Amber DWM Holding, un proveedor de servicios de gestión de patrimonio digital. La fusión valora a iClick en 40 millones de dólares y a Amber DWM en 360 millones de dólares. Tras la fusión, los accionistas de Amber DWM poseerán el 90% de las acciones y el 97% del poder de voto, mientras que los accionistas de iClick mantendrán el 10% de las acciones y el 3% del poder de voto. La empresa será renombrada como Amber International Holding. Se espera que la finalización de la fusión ocurra antes del 30 de junio de 2025, sujeto a aprobaciones de los accionistas y reguladoras. Los accionistas de Amber DWM acordaron un período de lock-up de 12 meses para las acciones recibidas.
iClick Interactive Asia Group (NASDAQ: ICLK)가 Amber DWM Holding과 최종 합병 계약을 체결했습니다. Amber DWM은 디지털 자산 관리 서비스 제공업체입니다. 이번 합병으로 iClick의 가치는 4000만 달러, Amber DWM의 가치는 3억 6000만 달러로 평가됩니다. 합병 후 Amber DWM 주주들은 90%의 주식과 97%의 투표권을 보유하게 되며, iClick 주주들은 10%의 주식과 3%의 투표권을 보유하게 됩니다. 회사 이름은 Amber International Holding으로 변경됩니다. 합병 완료는 2025년 6월 30일로 예상되며, 주주와 규제 당국의 승인을 받아야 합니다. Amber DWM 주주들은 받은 주식에 대해 12개월의 잠금 기간에 동의했습니다.
iClick Interactive Asia Group (NASDAQ: ICLK) a conclu un accord de fusion définitif avec Amber DWM Holding, un fournisseur de services de gestion de patrimoine numérique. La fusion valorise iClick à 40 millions de dollars et Amber DWM à 360 millions de dollars. Après la fusion, les actionnaires d'Amber DWM détiendront 90 % des actions et 97 % des droits de vote, tandis que les actionnaires d'iClick conserveront 10 % des actions et 3 % des droits de vote. L'entreprise sera renommée Amber International Holding. La finalisation de la fusion est prévue d'ici le 30 juin 2025, sous réserve des approbations des actionnaires et des régulateurs. Les actionnaires d'Amber DWM ont convenu d'une période de blocage de 12 mois pour les actions reçues.
iClick Interactive Asia Group (NASDAQ: ICLK) hat eine endgültige Fusionsvereinbarung mit Amber DWM Holding, einem Anbieter von digitalen Vermögensverwaltungsdiensten, getroffen. Die Fusion bewertet iClick mit 40 Millionen US-Dollar und Amber DWM mit 360 Millionen US-Dollar. Nach der Fusion werden die Aktionäre von Amber DWM 90% der Aktien und 97% der Stimmrechte besitzen, während die Aktionäre von iClick 10% der Aktien und 3% der Stimmrechte behalten werden. Das Unternehmen wird in Amber International Holding umbenannt. Der Abschluss der Fusion wird bis zum 30. Juni 2025 erwartet, abhängig von den Genehmigungen der Aktionäre und der Aufsichtsbehörden. Die Aktionäre von Amber DWM haben einer 12-monatigen Lock-up-Periode für die erhaltenen Aktien zugestimmt.
- Strategic merger expanding into digital wealth management sector
- Significant valuation of combined entity at US$400 million
- Potential synergies between data analytics and wealth management services
- Substantial dilution for existing ICLK shareholders (reduced to 10% ownership)
- Significant loss of voting power for current shareholders (reduced to 3%)
- Extended lock-up period potentially affecting share liquidity
Insights
This merger represents a significant strategic shift for iClick, with Amber DWM shareholders gaining 90% ownership and 97% voting power in the combined entity. The deal values iClick at
The transaction structure effectively represents a reverse merger, with Amber DWM becoming the dominant entity. Current iClick shareholders will be significantly diluted to 10% ownership and just 3% voting power. The 12-month lock-up period for Amber DWM shareholders provides some stability during the integration phase, but the dramatic shift in control suggests a fundamental transformation of iClick's business model from marketing technology to digital wealth management services.
The merger aims to create synergies between iClick's data analytics capabilities and Amber DWM's digital wealth management platform. This combination could potentially modernize traditional financial services through enhanced data-driven insights and automated wealth management solutions. However, integrating these distinct technology stacks and business cultures presents significant operational challenges.
The rebranding to "Amber International Holding " and the overwhelming control granted to Amber DWM suggests this is more of an acquisition than a merger of equals. The success will largely depend on how effectively they can integrate iClick's marketing technology expertise with Amber's wealth management services to create a differentiated offering in the competitive fintech landscape.
"This merger represents a transformative opportunity to broaden our business portfolio by integrating Amber DWM's state-of-the-art digital wealth management solutions. By uniting iClick's robust data analytic and enterprise software expertise with Amber DWM's advanced digital wealth management services, we aim to unblock synergies between traditional finance and the rapidly evolving digital asset ecosystem, particularly benefitting corporate and high net worth individual clients", said Mr. Jian Tang, Chairman, Chief Executive Officer and Co-Founder of iClick.
The Company is valued at
The Company's board of directors (the "Board") approved the Merger Agreement and other transaction documents, including but not limited to the voting agreement entered into by and among certain shareholders of the Company (who holds approximately
In connection with the Transaction, each of the shareholders of Amber DWM immediately prior to the consummation of the Merger is entering into a lock-up agreement with the Company pursuant to which they have agreed not to transfer the shares received in consideration of the Merger for a period of 12 months following the Merger closing.
The completion of the Transactions is subject to the satisfaction of closing conditions set forth in the Merger Agreement, including, among other things, receipt of the Company's shareholder approval and regulatory/stock exchange approvals (if applicable). The Merger Agreement provides for a long-stop date if the Merger is not completed by June 30, 2025.
Wayne Huo, Chief Executive Officer and Director of Amber DWM, said: "We are thrilled to embark on this transformative journey with iClick. This merger represents a significant milestone, bringing together Amber Premium's expertise in digital wealth management and iClick's innovative marketing technology. Together, we aim to redefine the digital financial ecosystem, delivering unparalleled value to our clients and stakeholders. We believe this partnership will accelerate our shared vision of seamless integration between technology, finance, and marketing/media, driving growth and innovation in the attention economy era."
The foregoing description of the Merger Agreement and the Voting Agreement does not purport to be complete and is qualified in its entirety to the full text of the Merger Agreement and the Voting Agreement, which are filed as Exhibits 99.2 and 99.3 to the Form 6-K furnished by the Company to the SEC on November 29, 2024, respectively.
Cleary Gottlieb Steen & Hamilton LLP is serving as
Simpson Thacher & Bartlett LLP is serving as
About iClick Interactive Asia Group Limited
Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a renowned online marketing and enterprise solutions provider in
About Amber Premium
Amber Premium, the business brand behind Amber DWM Holding Limited, is a leading digital wealth management services platform, offering private banking-level solutions tailored for the dynamic crypto economy to a premium clientele of esteemed institutions and qualified individuals. It develops, deploys, and supports innovative digital wealth management products and services for institutions and high-net-worth individuals, and provides institutional-grade access, operations and support. Amber Premium aims to be the top choice for one-stop digital wealth management services, delivering tailored, secure solutions that drive growth in the Web3 world.
Safe Harbor Statement
This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the
Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the proposed transaction, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iii) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company, Amber DWM or the combined entity; (iv) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (v) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company's securities; (vi) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Amber DWM or the combined entity to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (vii) any changes in the business or operating prospects of Amber DWM and the combined entity or their businesses; (viii) changes in applicable laws and regulations; and (ix) risks relating to Amber DWM's and the combined company's ability to enhance their services and products, execute their business strategy, expand their customer base and maintain stable relationship with their business partners.
A further list and description of risks and uncertainties can be found in the proxy statement that will be filed with the SEC by the Company in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company, Amber DWM and their respective subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Amber DWM, the Company or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
The Company, Amber DWM and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement pertaining to the proposed transaction when it becomes available for the proposed transaction.
Additional Information and Where to Find It
The Company will file with the SEC and mail to its shareholders a proxy statement in connection with the proposed transaction. Investors and securityholders are urged to read the proxy statement when it becomes available because it will contain important information regarding the proposed arrangement. You may access the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC's website at www.sec.gov. You also may obtain the proxy statement (when it is available) and other documents filed by the Company with the SEC relating to the proposed arrangement for free by accessing the Company's website at ir.i-click.com.
For investor and media inquiries, please contact:
In Asia: | In |
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
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