HONG
KONG, March 12, 2025 /PRNewswire/ -- iClick
Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ:
ICLK) today announced progress toward closing its merger with
Amber DWM Holding Limited ("Amber DWM"), alongside final Nasdaq
approval for the post-merger listing. Upon completion of the
merger, the Company will be renamed "Amber International Holding
Limited" and commence trading under the new ticker symbol "AMBR" on
the Nasdaq Global Market, effective March
13, 2025.
iClick has entered into an Amendment, Waiver and Framework
Agreement (the "Framework Agreement") to amend and waive certain
terms and conditions of the Agreement and Plan of Merger (the
"Merger Agreement") entered into by the Company, Overlord Merger
Sub Ltd. (the "Merger Sub") and Amber DWM Holding Limited ("Amber
DWM") on November 29, 2024. This step
streamlines the path toward the anticipated completion of the
merger.
As previously announced, 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 Company (the "Merger").
Pursuant to the Merger Agreement, Amber DWM will, prior to the
consummation of the Merger, execute certain restructuring involving
(i) the acquisition of 100% of the equity interest in WhaleFin
Markets Limited from Amber Global Limited ("AB"), and (ii) cause
certain subsidiary of Amber DWM to assume all rights and
obligations under certain contracts of WhaleFin Technologies
Limited ("WFTL" and such contracts, the "WFTL Assigned Contracts")
(together the "DWM Asset Restructuring"). Pursuant to the Merger
Agreement, certain local regulatory approvals shall have been
obtained before the completion of the Merger. These approvals
include local regulatory approvals for the DWM Asset Restructuring
and for iClick to become a controller in Sparrow Tech Private
Limited, an indirect subsidiary of Amber DWM.
To expedite the closing of the Merger, the parties have entered
to the Framework Agreement to amend and waive certain closing
conditions to the Merger, including in relation to the DWM Asset
Restructuring and these regulatory approvals, and to provide for
alternative arrangements that would afford iClick with
substantially the same economic benefits as the transactions
contemplated under the Merger Agreement. Specifically, (i) pursuant
to the Framework Agreement, the parties have agreed to complete the
DWM Asset Restructuring and cause Sparrow Tech Private Limited to
become an indirect subsidiary of iClick promptly upon the receipt
of the relevant regulatory approvals, which may be after the
closing of the Merger, and (ii) pursuant to certain intercompany
services agreement entered into concurrently with the execution of
the Framework Agreement, while the regulatory approvals are
pending, a wholly-owned subsidiary of Amber DWM (and, thus, a
wholly-owned subsidiary of iClick following the consummation of the
Merger) will receive 100% of the consolidated basis net income
generated by the WFTL Assigned Contracts and 100% consolidated net
income of Sparrow Tech Private Limited.
For more details of the Framework Agreement and intercompany
services agreements, please refer to Exhibit 99.2 to 99.4 of the
current report on Form 6-K dated March 12,
2025, respectively.
The Company further announced that it received Nasdaq approval
for the listing on the Nasdaq Global Market on March 11,
2025. With the execution of the Framework Agreement and Nasdaq
listing approval, all conditions precedent to the closing of the
Merger have been satisfied (or are expected to be satisfied as of
the closing). The Company expects the Merger to take effect on or
around March 12, 2025, and its
American Depositary Shares, each representing five Class A ordinary
shares (the "ADSs") to begin trading on the Nasdaq Global Market on
or about March 13, 2025 under the new
name "Amber International Holding Limited" and the new ticker
symbol of "AMBR." Before that, the ADSs will continue to trade on
the Nasdaq Global Market under the current ticker symbol
"ICLK."
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 risk that that the Company relies on the arrangements with AB
and/or Amber DWM to achieve substantially the same economic
benefits of certain subsidiaries and the contracts as initially
contemplated in the Merger Agreement, which may not be as effective
as direct ownership and could lead to other adverse effect on the
Company; (iii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
applicable transaction agreements; (iv) 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; (v) risks related to disruption of management
time from ongoing business operations due to the Merger; (vi) the
risk that any announcements relating to the Merger could have
adverse effects on the market price of the Company's securities;
(vii) 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; (viii) any changes in
the business or operating prospects of Amber DWM and the combined
entity or their businesses; (ix) changes in applicable laws and
regulations; and (x) 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 furnished to 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:
In the United States:
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
