iClick Corporation and digital wealth management service provider AmberDWM have signed the final merger 协议

Gate.io News, according to PR Newswire, iClick Interactive Asia Group Limited (“iClick” or “the Company”) (NASDAQ: ICLK) announced that it has entered into a definitive merger agreement and plan (“the Merger Agreement”) with Overlord Merger Sub Ltd. (“Merger Sub”), a Cayman Islands exempted company and a wholly-owned subsidiary of iClick and Amber DWM Holding Limited (“Amber DWM”). Amber DWM is a Cayman Islands exempted company and the holding entity of Amber Group’s digital wealth management business, known as Amber Premium. Under the Merger Agreement, Merger Sub will merge with Amber DWM, which will continue as a surviving entity and become a wholly-owned subsidiary of the Company (the “Merger”). 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, in accordance with the terms and conditions set forth in the Merger Agreement, and the transaction will be exempt from registration under 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 restructuring as provided in the Merger Agreement). Upon completion of the Merger, shareholders of Amber DWM and iClick (including ADS holders) will own approximately 90% and 10% of the outstanding shares of the combined company, or approximately 97% and 3% of the voting power, respectively, prior to the Merger. The Merger Agreement also provides that, upon completion of the Merger (“Completion”), the Company will be renamed as “Amber International Holding Limited” and will immediately adopt the outline and details of the amended and restated articles of association of the Company for the tenth time before the effective time of the Merger. Thereafter, the authorized share capital of the Company will consist solely of Class A and Class B ordinary shares (with different voting rights but equal economic rights) with a par value of $0.001 per share.