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

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"), an exempted company incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of iClick and Amber DWM Holding Limited ("Amber DWM"), an exempted company incorporated under the laws of the Cayman Islands and the holding entity of the digital wealth management business of Amber Group (known as "Amber Premium" ("Amber Premium")). Pursuant to the Merger Agreement, 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"), and the shareholders of Amber DWM will exchange all of the issued and outstanding shares of Amber DWM for newly issued Class A and Class B ordinary shares of the Company pursuant to the terms and conditions set forth in the Merger Agreement, and such transaction will not be subject to the registration requirements under the Securities Act of 1933. The equity value of the Company is US$400 million, and the equity value of Amber DWM is US$360 million (assuming the completion of certain restructuring as contemplated in the Merger Agreement). Upon completion of the Merger, the shareholders of Amber DWM and the shareholders of iClick (including ADS holders) will own approximately 90% and 10% of the outstanding shares of the combined company, respectively, or 97% and 3% of the voting rights, respectively. The Merger Agreement also provides that, upon the completion of the Merger (the "Closing"), 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, after which the authorized share capital of the Company will consist solely of Class A ordinary shares and Class B ordinary shares (with different voting rights but equal economic rights), each with a par value of US$0.001 per share.