HONG
KONG, Jan. 3, 2025 /PRNewswire/ -- iClick
Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ:
ICLK) today announced the results of the Company's
extraordinary general meeting of shareholders (the "EGM") held in
Hong Kong today.
At the EGM, shareholders approved, through a special resolution,
the agreement and plan of merger, dated as of November 29, 2024 (the "Merger Agreement") by and
among the Company, Overlord Merger Sub Ltd. ("Merger Sub") and
Amber DWM Holding Limited ("Amber DWM"), the plan of merger (the
"plan of merger") required to be registered with the Registrar of
Companies in the Cayman Islands,
in order to give effect to the merger (the "Merger") of the Merger
Sub with and into Amber DWM, with Amber DWM surviving as a
wholly-owned subsidiary of the Company, and any and all
transactions contemplated by the Merger Agreement and the plan of
merger.
At the EGM, shareholders also approved certain additional
Merger-related proposals, including:
1. AS A SPECIAL
RESOLUTION THAT, the ninth amended and restated memorandum and
articles of association of the Company be further amended and
restated by their deletion in their entirety and the substitution
of in their place of the tenth amended and restated memorandum and
articles of association of the Company effective immediately prior
to the effective time (the "Effective Time") of the Merger (the
"Amendment of M&A");
2. AS A
SPECIAL RESOLUTION THAT, the name of the Company be changed from
"iClick Interactive Asia Group Limited" to "Amber International
Holding Limited" effective immediately prior to the Effective Time
(the "Change of Name");
3. AS A SPECIAL
RESOLUTION THAT, immediately prior to the Effective Time, the
authorized share capital of the Company be varied as follows: all
ICLK Class A Shares and ICLK Class B Shares the holders of which
have delivered a written notice to iClick to convert its ICLK Class
B Shares to ICLK Class A Shares with immediate effect on the
closing of the Merger immediately before the Effective Time (such
ICLK Class B Shares, the "Converting ICLK Class B Shares"), in the
authorized share capital of the Company (including all issued and
outstanding ICLK Class A Shares and Converting ICLK Class B Shares,
and all authorized but unissued ICLK Class A Shares and ICLK Class
B Shares) shall be re-designated as newly issued Class A ordinary
shares of iClick ("New Class A Shares"), all ICLK Class B Shares
other than the Converting ICLK Class B Shares shall be
re-designated as newly issued Class B ordinary shares of iClick
("New Class B Shares") (unless such New Class B Shares are
otherwise required to be automatically converted into New Class A
Shares in accordance with the Amendment of M&A (assuming the
Amendment of M&A proposal is approved), and the authorized
share capital of the Company shall be US$1,300,000 divided into 1,300,000,000 New
Ordinary Shares comprising of (x) 1,191,000,000 New Class A Shares,
and (y) 109,000,000 New Class B Shares (the "Variation of Share
Capital"); and
4. AS AN
ORDINARY RESOLUTION THAT, that Wing Hong Sammy Hsieh, a director of
the Company, be authorized to do all things necessary to give
effect to the Merger Agreement, the plan of merger, and the
transactions contemplated by the Merger Agreement and the plan of
merger, including the Merger and, effective immediately prior to
the Effective Time, the Amendment of M&A, the Change of Name
and the Variation of Share Capital.
Since each of the above proposals was duly passed, the proposal
regarding adjournment as set forth in the Company's proxy statement
dated December 19, 2024 was no longer
necessary and not voted upon at the EGM.
The completion of the Merger is subject to the satisfaction or
waiver of the closing conditions set forth in the Merger Agreement,
including, among other things, receipt of the regulatory and/or
stock exchange approvals. The Company will work with the other
parties to the Merger Agreement towards satisfying all other
conditions precedent to the completion of the Merger set forth in
the Merger Agreement and complete the Merger as quickly as
possible.
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.
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 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 Merger, including the risk that the Merger may
not close due to one or more closing conditions to the Merger not
being satisfied or waived, such as regulatory approvals not being
obtained, on a timely basis or otherwise, or that a governmental
entity prohibited, delayed or refused to grant approval for the
consummation of the Merger or required certain conditions,
limitations or restrictions in connection with such approvals; (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 Merger; (v) the risk that
any announcements relating to the Merger could have adverse effects
on the market price of the Company's securities; (vi) the risk that
the Merger 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 was filed with the SEC on
December 19, 2024 by the Company in
connection with the Merger, and other documents that the parties
may file with or furnish to 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.
For investor and media inquiries, please contact:
In Asia:
iClick Interactive
Asia Group Limited
Catherine
Chau
Phone: +852 3700 9100
E-mail: ir@i-click.com
In the United
States:
Core IR
Tom
Caden
Phone: +1-516-222-2560
E-mail: tomc@coreir.com
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SOURCE iClick Interactive Asia Group Limited
