#Singapore #Merger Agreement #iClick Interactive #Amber DWM

Amber DWM and iClick Interactive Group Merge to Innovate Digital Financial Solutions

In a pivotal move within the financial technology space, Amber DWM Holding Limited, the parent company of Amber Premium, has officially partnered with iClick Interactive Asia Group Limited to establish a definitive merger agreement. This collaboration aims to harness the strengths of both companies, enhancing digital wealth management while integrating cutting-edge marketing technologies.

Overview of the Merger

Announced on November 30, 2024, this agreement outlines the merging of Amber DWM with Overlord Merger Sub Ltd., a wholly-owned subsidiary of iClick, with Amber DWM expected to emerge as a subsidiary of the iClick Interactive Group. This merger values Amber DWM at approximately $360 million and iClick at $40 million on a fully diluted basis.

CEO of Amber DWM, Wayne Huo, expressed excitement over the merger, stating that it signifies a transformative journey for both entities. By combining Amber Premium's proficiency in digital wealth management with iClick's advanced marketing technology, they intend to reshape the digital financial ecosystem and provide exceptional value to their clientele. The merger emphasizes integrating various sectors including blockchain and fintech, potentially unlocking new avenues for value creation.

Shareholder Dynamics and Structure

Under the terms of the merger, existing shareholders of Amber DWM will exchange their shares for a composite of newly issued Class A and Class B ordinary shares of iClick Interactive. Upon completion, the combined entity will reflect a share distribution of approximately 90% for Amber DWM's existing shareholders and 10% for iClick's. Important governance changes will also accompany the merger: iClick Interactive plans to rebrand as Amber International Holding Limited post-completion of the transaction.

The boards of both companies have unanimously endorsed the merger and are gearing up for shareholder votes aimed at finalizing the transaction. Notably, a lock-up agreement will prevent Amber DWM shareholders from transferring their received shares for 12 months after the merger's closure, ensuring stability during this transition.

Strategic Significance

The merger stands to enhance their product offerings significantly by utilizing iClick's robust data analytics capabilities alongside Amber Premium's state-of-the-art digital wealth management solutions. Mr. Jian Tang, Chairman and CEO of iClick, highlighted that this venture will synergize traditional finance with rapidly developing digital asset ecosystems, particularly benefiting corporate clients and high-net-worth individuals.

Furthermore, both parties are committed to fulfilling the closing conditions outlined in the merger agreement. This includes regulatory approvals, necessary shareholder endorsements, and meeting established timelines leading up to a potential completion date set for June 30, 2025.

About the Companies

Amber Premium

Amber Premium stands at the forefront of digital wealth management, providing private banking-like services tailored specifically for the cryptocurrency landscape. It is recognized for its innovative solutions aimed at guiding institutional and qualified individual investors through the complexities of the digital economy.

iClick Interactive

Founded in 2009, iClick Interactive is a premier online marketing and enterprise solutions provider in Asia. Leveraging proprietary technologies, iClick delivers a full range of data-driven solutions designed to enrich brand growth and heighten profitability.

Conclusion

This transformative merger marks a notable intersection of digital finance and technological advancement, with both companies poised to redefine how value is generated and exchanged within the digital economy. Anticipation is building around the forthcoming developments as the merger progresses toward completion, bringing a fresh perspective on digital asset management.

Safe Harbor Statement

In accordance with the relevant legal frameworks, this announcement includes forward-looking statements regarding anticipated outcomes and potential benefits stemming from this merger. Stakeholders are advised to consider inherent risks that may affect actual results.