SINGAPORE, Nov. 30,
2024 /PRNewswire/ -- Amber DWM Holding Limited
("Amber DWM"), the holding entity of Amber Group's digital wealth
management business, known as Amber Premium ("Amber Premium"),
today announced that it has entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with iClick Interactive
Asia Group Limited ("iClick" or the "Listco") (NASDAQ: ICLK) and
Overlord Merger Sub Ltd. ("Merger Sub"), a Cayman Islands exempted company and a direct,
wholly owned subsidiary of the Listco. Under the Merger Agreement,
Merger Sub will merge with and into Amber DWM, with Amber DWM
continuing as the surviving entity and becoming a wholly-owned
subsidiary of the Listco (the "Merger"). Amber DWM's shareholders
will exchange all of their issued and outstanding share capital for
a mix of newly issued Class A and Class B ordinary shares of the
Listco on the terms and conditions set forth therein in a
transaction exempt from the registration requirements under the
Securities Act of 1933.
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. By bridging the worlds of blockchain,
fintech and digital marketing, we are unlocking new opportunities
to revolutionize how value is created and exchanged in the digital
economy."
The transaction values Amber DWM at US$360 million and the Listco at US$40 million by equity value on a fully diluted
basis (assuming completion of certain restructuring as set forth in
the Merger Agreement). Upon closing of the Merger (the "Closing"),
the Amber DWM shareholders and the Listco shareholders (including
holders of ADSs) will own approximately 90% and 10%, respectively,
of the outstanding shares of the combined company, or 97% and 3%
voting power, respectively. The Merger Agreement also contemplates
that, upon the Closing, the Listco will change its name to "Amber
International Holding Limited" and adopt the tenth amended and
restated memorandum and articles of association of the
Listco, in each case immediately before the effective time of
the Merger (the "Effective Time"), following which the authorized
share capital of the Listco shall only consist of Class A ordinary
shares and Class B ordinary shares (with different voting powers
but equal economic rights), a par value of US$0.001 each. Please refer to the Merger
Agreement filed as Exhibit 99.2 to the Form 6-K furnished by the
Listco to the SEC on November 29,
2024 for more details.
The Listco'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 Listco (who holds approximately 36% of the
outstanding shares representing 71% voting power of the Listco as
of the date of this press release), the Listco and Amber DWM (the
"Voting Agreement") (collectively, the "Transaction Documents"),
and the transactions contemplated thereunder (the "Transactions"),
with the assistance of its financial and legal advisors. The Board
also resolved to recommend that the Listco's shareholders vote to
authorize and approve the Transaction Documents and the
Transactions when they are submitted for shareholder approval.
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 Listco 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 Listco's
shareholder approval and regulatory/stock exchange approvals (if
applicable). The Merger Agreement provides for a long-stop date for
any party to terminate the agreement if the Merger is not completed
by June 30, 2025.
"This merger represents a transformative opportunity to
broaden our business portfolio by integrating Amber Premium's
state-of-the-art digital wealth management solutions. By uniting
iClick's robust data analytic and enterprise software expertise
with Amber Premium'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 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 Listco to the SEC on 29, 2024,
respectively.
Simpson Thacher & Bartlett LLP is serving as U.S. legal
counsel to Amber DWM.
Cleary Gottlieb Steen &
Hamilton LLP is serving as U.S. legal counsel to iClick.
About Amber Premium
Amber Premium, the business brand
behind Amber DWM Holding Limited, is a leading digital wealth
management platform offering private banking-level solutions
tailored for the dynamic crypto economy. Serving a
premium clientele of esteemed institutions and qualified
individuals, Amber Premium develops and supports innovative digital
wealth management products. Its institutional-grade access and
operations makes it the top choice for one-stop digital wealth
management services, providing tailored, secure solutions that
drive growth in the Web3 economy.
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
Asia. 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. For more information,
please visit https://ir.i-click.com.
Safe Harbor Statement
This press release contains
certain "forward-looking statements." These statements are made
under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Statements that are not historical
facts, including statements about the pending transactions
described herein, and the parties' perspectives and expectations,
are forward-looking statements. The words "will," "expect,"
"believe," "estimate," "intend," "plan" and similar expressions
indicate forward-looking statements.
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 Listco, 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
Listco'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
Listco 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 Listco, 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 Listco 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 Listco, 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 Listco 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 Listco
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
Listco 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 Listco with the SEC relating to the proposed
arrangement for free by accessing the Listco's website at
ir.i-click.com.
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SOURCE Amber Group
