PANews, November 30, reported that iClick Interactive Asia Group Limited ('iClick' or 'the Company') (NASDAQ: ICLK) announced that it has entered into a definitive agreement and merger plan ('Merger Agreement') with Overlord Merger Sub Ltd. ('Merger Sub'), which is an exempted company in the Cayman Islands and a direct wholly-owned subsidiary of iClick and Amber DWM Holding Limited ('Amber DWM'). Amber DWM is an exempted company in the Cayman Islands and the holding entity for Amber Group's digital wealth management business, referred to as Amber Premium ('Amber Premium').
According to the merger agreement, the merger subsidiary will merge with Amber DWM, and Amber DWM will continue as the surviving entity and become a wholly-owned subsidiary of the company ('Merger'), and the shareholders of Amber DWM will exchange all of Amber DWM's issued and outstanding capital stock for the company’s newly issued Class A and Class B ordinary shares, and the transaction is not subject to the registration requirements set forth in 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 certain reorganizations specified in the merger agreement are completed). After the merger is completed, the shareholders of Amber DWM and iClick (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 rights, respectively. The merger agreement also stipulates that after the merger is completed ('Completion'), the company will be renamed 'Amber International Holding Limited' and will immediately adopt the company’s tenth amended and restated certificate of incorporation and bylaws prior to the effective time of the merger, thereafter the company’s authorized capital stock will consist solely of Class A ordinary shares and Class B ordinary shares (with different voting rights but equal economic rights), with a par value of $0.001 per share.