#Hong Kong #iClick #Amber DWM #Merger

iClick Interactive's Extraordinary General Meeting: Key Outcomes

On January 3, 2025, iClick Interactive Asia Group Limited, listed on NASDAQ as ICLK, conducted its extraordinary general meeting (EGM) in Hong Kong. This pivotal meeting aimed to secure shareholder approval for crucial resolutions associated with the company’s upcoming merger with Amber DWM Holding Limited.

Approval of the Merger Agreement

During the EGM, shareholders overwhelmingly approved the special resolution outlining the Merger Agreement, dated November 29, 2024. This merger will see the combination of iClick with Amber DWM, allowing Amber DWM to operate as a wholly-owned subsidiary of iClick. This strategic move is expected to enhance iClick's market position significantly, particularly in the digital wealth management sector.

Amendments to Company Structure

Apart from the merger proposal, several additional amendments were considered essential for the effective integration of the two companies:

1. Amendment of Memorandum and Articles of Association: The shareholders voted to fully replace the ninth amended memorandum and articles with a tenth amended version, which is crucial for aligning corporate governance frameworks with new operational strategies post-merger.

2. Name Change: In a bold move, the company will change its name from iClick Interactive Asia Group Limited to Amber International Holding Limited prior to the merger's effective date. This rebranding reflects the new strategic direction and the infusion of Amber DWM's branding.

3. Variation of Share Capital: Significant adjustments to the company’s share structure were approved. This includes the conversion of certain Class B shares into Class A shares, creating a streamlined share capital structure that is designed to foster greater investor confidence and participation following the merger.

4. Merger Facilitation Authorization: The EGM also entrusted Wing Hong Sammy Hsieh, a director of the company, with the authority to execute all necessary actions for the merger's completion and the accompanying amendments.

Next Steps Towards Merger Completion

As all proposals received the necessary approvals, the company is now set to advance towards the completion of the merger. However, this process is contingent upon fulfilling additional regulatory and compliance requirements as stipulated in the Merger Agreement. The leadership at iClick has expressed confidence in navigating these steps efficiently, aiming to finalize the merger as swiftly as possible.

The strategic implications of this merger are profound, anticipating not only operational synergies but also a broadened market reach in Asia’s rapidly evolving digital landscape.

About iClick Interactive Asia Group Limited

Founded in 2009, iClick Interactive has established itself as a significant player in providing online marketing and enterprise solutions across Asia. Leveraging proprietary technology, the company offers a wide spectrum of data-driven services aimed at driving growth and profitability for its clients.

For further inquiry about the merger or the company’s future endeavors, iClick urges stakeholders to visit ir.i-click.com for detailed updates.

About Amber DWM

Amber DWM Holding Limited is recognized for its innovative digital wealth management solutions tailored for the fast-paced crypto economy, serving high-net-worth clients and institutions. The merger aligns with ambitions for offering comprehensive digital services that cater to the evolving demands of wealth management in the digital age.

As the merger paves a new path for iClick, stakeholders are encouraged to stay tuned for further updates and announcements as the company embarks on this transformative journey.