Amber Group's Subsidiary Amber DWM Holding Limited and Nasdaq-Listed iClick Interactive Asia Group Limited Enter into a Definitive Merger Agreement
Amber DWM Holding , a subsidiary of Amber Group, has entered into a definitive merger agreement with iClick Interactive Asia Group (NASDAQ: ICLK). The transaction values Amber DWM at $360 million and iClick at $40 million. Post-merger, Amber DWM shareholders will own approximately 90% of the combined company with 97% voting power, while iClick shareholders will retain 10% ownership with 3% voting power. The merged entity will be renamed to Amber International Holding . The deal includes a 12-month lock-up period for Amber DWM shareholders and must be completed by June 30, 2025.
Amber DWM Holding, una filiale di Amber Group, ha stipulato un accordo di fusione definitivo con iClick Interactive Asia Group (NASDAQ: ICLK). La transazione valuta Amber DWM a 360 milioni di dollari e iClick a 40 milioni di dollari. Dopo la fusione, gli azionisti di Amber DWM possiederanno circa il 90% della società combinata con il 97% di potere di voto, mentre gli azionisti di iClick manterranno il 10% della proprietà con il 3% di potere di voto. L'entità risultante dalla fusione sarà rinominata Amber International Holding. L'accordo prevede un periodo di blocco di 12 mesi per gli azionisti di Amber DWM e deve essere completato entro il 30 giugno 2025.
Amber DWM Holding, una subsidiaria de Amber Group, ha firmado un acuerdo de fusión definitivo con iClick Interactive Asia Group (NASDAQ: ICLK). La transacción valora a Amber DWM en 360 millones de dólares y a iClick en 40 millones de dólares. Tras la fusión, los accionistas de Amber DWM poseerán aproximadamente el 90% de la empresa combinada con un 97% de poder de voto, mientras que los accionistas de iClick mantendrán el 10% de la propiedad con un 3% de poder de voto. La entidad fusionada será renombrada como Amber International Holding. El acuerdo incluye un período de bloqueo de 12 meses para los accionistas de Amber DWM y debe completarse antes del 30 de junio de 2025.
앰버 DWM 홀딩은 앰버 그룹의 자회사로, 아이클릭 인터랙티브 아시아 그룹 (NASDAQ: ICLK)과 최종 합병 계약을 체결했습니다. 이 거래는 앰버 DWM을 3억 6천만 달러로, 아이클릭을 4천만 달러로 평가합니다. 합병 후 앰버 DWM 주주들은 전체 회사의 약 90%를 소유하게 되며 97%의 의결권을 가지게 됩니다. 반면 아이클릭 주주들은 10%의 소유권과 3%의 의결권을 유지하게 됩니다. 합병된 실체는 앰버 인터내셔널 홀딩으로 명명됩니다. 이번 거래는 앰버 DWM 주주를 위한 12개월의 잠금 기간을 포함하며 2025년 6월 30일까지 완료되어야 합니다.
Amber DWM Holding, une filiale du groupe Amber, a conclu un accord de fusion définitif avec iClick Interactive Asia Group (NASDAQ: ICLK). La transaction valorise Amber DWM à 360 millions de dollars et iClick à 40 millions de dollars. Après la fusion, les actionnaires d'Amber DWM détiendront environ 90 % de l'entreprise combinée avec 97 % des droits de vote, tandis que les actionnaires d'iClick conserveront 10 % de la propriété avec 3 % des droits de vote. L'entité fusionnée sera renommée Amber International Holding. L'accord inclut une période de blocage de 12 mois pour les actionnaires d'Amber DWM et doit être finalisé d'ici le 30 juin 2025.
Amber DWM Holding, eine Tochtergesellschaft der Amber Group, hat einen endgültigen Fusionsvertrag mit iClick Interactive Asia Group (NASDAQ: ICLK) unterzeichnet. Die Transaktion bewertet Amber DWM mit 360 Millionen Dollar und iClick mit 40 Millionen Dollar. Nach der Fusion werden die Aktionäre von Amber DWM etwa 90% des kombinierten Unternehmens mit 97% Stimmrecht besitzen, während die Aktionäre von iClick 10% des Eigentums mit 3% Stimmrecht behalten. Die fusionierte Einheit wird in Amber International Holding umbenannt. Der Deal umfasst eine 12-monatige Sperrfrist für die Aktionäre von Amber DWM und muss bis zum 30. Juni 2025 abgeschlossen sein.
- Transaction values Amber DWM at $360 million, indicating significant business value
- Integration of Amber Premium's digital wealth management with iClick's marketing technology creates new business opportunities
- Merger expected to create synergies between traditional finance and digital asset ecosystem
- Significant dilution for existing iClick shareholders, reducing their ownership to 10% and voting power to 3%
- Long completion timeline (until June 30, 2025) introduces execution risk
- Complex regulatory approval process could delay or prevent deal completion
Insights
This merger represents a significant strategic move in the digital finance sector. Amber DWM is valued at
Key deal highlights include:
- 12-month lock-up period for Amber DWM shareholders
- Strong shareholder support with
36% of iClick shares already committed through voting agreements - Long-stop date of June 30, 2025
This merger combines complementary capabilities that could create significant synergistic value. iClick's data analytics and enterprise software expertise paired with Amber Premium's digital wealth management platform presents opportunities to:
- Cross-sell services to high-net-worth individuals and corporate clients
- Leverage iClick's marketing technology to expand Amber Premium's client base
- Create integrated solutions bridging traditional finance with digital assets
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
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
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
Cleary Gottlieb Steen & Hamilton LLP is serving as
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
Safe Harbor Statement
This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the
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
FAQ
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