iClick Interactive Asia Group Limited Announces Termination of Merger Agreement

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iClick Interactive Asia Group announces the termination of a merger agreement with TSH Investment Holding , leading to the cancellation of the proposed merger.

Financial Analyst

The termination of a merger agreement is a significant event that can affect the stock price of the involved companies. In the case of iClick Interactive Asia Group Limited, the cancellation of the merger might suggest some underlying issues, such as disagreement on the valuation, due diligence findings, changes in market conditions, or inability to meet specific terms. The demand for a $1,800,000 termination fee is pertinent, as it implies a financial impact, although not substantial for larger companies. For retail investors, it's essential to assess the long-term implications, such as potential strategic realignment or the pursuit of other growth opportunities. While short-term volatility is likely, the termination may also remove the uncertainty associated with the merger, possibly stabilizing the stock in the long term.

Mergers & Acquisitions Expert

The dissolution of the merger could be indicative of strategic mismatches or financial disagreements, which are not uncommon in M&A activities. Typically, when a merger is called off, it's important to evaluate the company's next steps, such as seeking other partners, focusing on organic growth, or restructuring existing operations. Investors should keep an eye on management's forward-looking statements and subsequent corporate actions, which could signal confidence or concern regarding the company's future without the merger.

Market Analyst

In the broader context of the marketing and cloud services industry in China, the termination of this deal might have limited market-wide impact; however, for iClick, it represents a pivot in their expected growth trajectory. The company's ability to quickly adapt and articulate a revised strategy following this termination will be important for investor trust. Retail investors should consider the potential of the company to forge new partnerships, the competitive landscape and how this failed merger might affect iClick's bargaining power in future negotiations.

HONG KONG, April 26, 2024 /PRNewswire/ -- iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ: ICLK), a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced the termination of the previously announced agreement and plan of merger, dated as of November 24, 2023 (the "Merger Agreement"), by and among the Company, TSH Investment Holding Limited (the "Parent") and TSH Merger Sub Limited (the "Merger Sub").

On March 29, 2024, the Company delivered to the Parent a notice (the "Closing Notice") confirming the satisfaction of the closing conditions under the Merger Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Closing as defined below) and that the Company is ready, willing and able to consummate the closing contemplated under the Merger Agreement (the "Closing").  Since the delivery of the Closing Notice, the Company has been communicating and cooperating with the Parent, Merger Sub and their representatives towards the Closing, but the Parent and Merger Sub have failed to complete the Closing within ten (10) Business Days following the delivery date of the Closing Notice pursuant to Section 8.03(b) of the Merger Agreement. 

On April 26, 2024, the Company (acting upon the recommendation of the Special Committee) sent a notice of termination to the Parent and the Merger Sub pursuant to Section 8.03(b) of the Merger Agreement, notifying the Parent and the Merger Sub that the Company is exercising its right to terminate the Merger Agreement pursuant to Section 8.03(b) of the Merger Agreement and demanding the Parent to pay the US$1,800,000 termination fee pursuant to Section 8.06(b) of the Merger Agreement by May 9, 2024.   As a result of the termination of the Merger Agreement, the proposed merger will not be completed. 

About iClick Interactive Asia Group Limited

Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a leading enterprise and marketing cloud platform in China. iClick's mission is to empower worldwide brands to unlock the enormous market potential of smart retail. 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. Headquartered in Hong Kong, iClick currently operates in eleven locations across Asia and Europe. For more information, please visit ir.i-click.com.

For investor and media inquiries, please contact:
In China:	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

FAQ

Why did iClick Interactive Asia Group announce the termination of the merger agreement?

iClick Interactive Asia Group announced the termination of the merger agreement with TSH Investment Holding due to the failure of the Parent and Merger Sub to complete the closing within ten business days following the delivery date of the Closing Notice.

What is the termination fee demanded by iClick Interactive Asia Group ?

iClick Interactive Asia Group is demanding the Parent to pay the US$1,800,000 termination fee pursuant to Section 8.06(b) of the Merger Agreement by May 9, 2024.

Will the proposed merger be completed following the termination of the agreement?

No, as a result of the termination of the Merger Agreement, the proposed merger will not be completed.