iClick Interactive's Strategic Merger with Amber DWM Explained

iClick Interactive's Strategic Merger with Amber DWM

iClick Interactive Asia Group Limited (NASDAQ: ICLK) has embarked on a groundbreaking journey by announcing its definitive Agreement and Plan of Merger with Amber DWM Holding Limited. This merger aims to integrate the innovative digital wealth management solutions provided by Amber DWM with iClick's advanced marketing technology, paving the way for significant advancements in both fields.

Understanding the Merger Agreement

Under the terms of the merger, iClick's wholly owned subsidiary, Overlord Merger Sub Ltd., will merge with Amber DWM. As a result, Amber DWM will continue to exist as a fully owned subsidiary of iClick. Shareholders of Amber DWM will exchange their shares for a combination of newly issued shares from iClick, ensuring a seamless transition.

Transformative Opportunities in Business

This merger is not just a standard business transaction; it represents an opportunity to enhance the service offerings of both companies. Mr. Jian Tang, the Chairman and CEO of iClick, emphasizes that this collaboration will create synergies that benefit both traditional finance and the fast-evolving digital asset ecosystem. The goal is to cater to corporate clients and high-net-worth individuals looking for innovative financial solutions.

Valuation Insights and Shareholding Structure

Valued at approximately US$40 million, iClick is poised to scale new heights with this merger. In contrast, Amber DWM's equity is estimated at US$360 million on a fully diluted basis. Post-merger, an estimated 90% of the combined entity will be owned by Amber DWM's current shareholders, signaling a strategic shift in ownership dynamics.

Future Developments for iClick

Significant changes are planned following the merger's closure. iClick will rebrand as Amber International Holding Limited. This name change, along with a revamped governance structure, aligns with the company's vision for the future. The reorganization of its share capital will also reflect the merger's focus on Class A and Class B ordinary shares.

Board Approval and Shareholder Involvement

The merger has been carefully vetted and approved by the board of directors at iClick, which has shown strong support for the agreement and related transaction documents. Shareholder participation is crucial, and the board encourages all shareholders to authorize this transformative agreement.

Stakeholder Commitments

Amber DWM's shareholders have committed to a lock-up agreement, promising not to transfer their new shares for at least 12 months after the merger's completion. This indicates a strong belief in the potential of the combined entities and a commitment to foster growth.

Regulatory and Closing Conditions

The merger's finalization is contingent upon specific closing conditions, including shareholder and regulatory approvals. The timeline for the completion is set with a long-stop date should any conditions remain unsatisfied.

Expert Insights on the Merger

Wayne Huo, the CEO of Amber DWM, shares excitement regarding this merger, highlighting it as a significant milestone. By merging Amber Premium's digital wealth management expertise with iClick's technology, they aim to create a unified approach to digital finance.

Innovative Offerings for Clients

Amber Premium, a segment of Amber DWM, aims to provide top-notch digital wealth management services tailored for high-net-worth individuals and institutions. With a clear focus on the crypto economy, they strive to deliver secure and innovative solutions that drive growth in the evolving Web3 marketplace.

About iClick Interactive Asia Group Limited

Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a leading online marketing solutions provider in Asia. Utilizing advanced technologies, iClick helps clients achieve business growth through a comprehensive suite of data-driven marketing solutions.

About Amber Premium

Amber Premium serves as the digital wealth management platform under Amber DWM, focusing on providing premium banking solutions to esteemed institutions and high-net-worth individuals in the dynamic crypto landscape.

Frequently Asked Questions

What is the aim of the iClick and Amber DWM merger?

The merger aims to integrate Amber DWM's digital wealth management solutions with iClick's marketing technology, enhancing offerings for corporate and high-net-worth clients.

What changes will occur post-merger?

Post-merger, iClick will rebrand as Amber International Holding Limited and reorganize its share capital structure, emphasizing Class A and Class B shares.

How will shareholder interests be protected?

Shareholders of Amber DWM will enter lock-up agreements to retain their shares for at least 12 months after the merger, ensuring stability and confidence in the new entity.

What are the anticipated benefits of this merger?

The merger is expected to create synergies between technology and finance, improving service offerings and driving growth in the digital asset ecosystem.

Who will lead the combined company?

Jian Tang will continue to serve as the Chairman and CEO of the newly formed company, overseeing the integrated operations of iClick and Amber DWM.

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