iClick and Amber DWM, a digital wealth management service provider, sign a definitive merger agreement

PANews reported on November 30 that according to PR Newswire, iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ: ICLK) announced that it has entered into a definitive agreement and plan of merger (the "Merger Agreement") with Overlord Merger Sub Ltd. ("Merger Sub"), a Cayman Islands exempted company and a direct wholly-owned subsidiary of iClick and Amber DWM Holding Limited ("Amber DWM"). Amber DWM is a Cayman Islands exempted company and the holding entity of Amber Group's digital wealth management business, known as Amber Premium ("Amber Premium").

Pursuant to the Merger Agreement, Merger Sub will merge with Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly owned subsidiary of the Company (the “Merger”), and the stockholders of Amber DWM will exchange all of the issued and outstanding capital stock of Amber DWM for newly issued Class A and Class B common stock of the Company on the terms and subject to the conditions set forth in the Merger Agreement, in a transaction that is not subject to the registration requirements of the Securities Act of 1933.

The equity value of the Company is $40 million and the equity value of Amber DWM is $360 million (assuming the completion of certain restructurings contemplated in the Merger Agreement). Upon completion of the Merger, Amber DWM shareholders and iClick shareholders (including ADS holders) will own approximately 90% and 10% of the outstanding shares of the Merged Company, respectively, or 97% and 3% of the voting power, respectively, immediately prior to the Merger. The Merger Agreement also provides that upon completion of the Merger (the "Completion"), the Company will be renamed "Amber International Holding Limited" and will adopt the Company's tenth amended and restated memorandum and articles of association immediately prior to the Effective Time of the Merger, and thereafter the Company's authorized capital stock will consist solely of Class A Common Shares and Class B Common Shares (with different voting rights but equal economic rights), par value $0.001 per share.