Amber DWM Holding Limited, the parent company of Amber Group's digital wealth management division, Amber Premium, has announced a finalized Agreement and Plan of Merger with iClick Interactive Asia Group Limited (ICLK) and Overlord Merger Sub Ltd., a Cayman Islands exempted entity and a wholly owned subsidiary of iClick.
According to the terms of the Merger Agreement, Merger Sub will merge with Amber DWM, which will emerge as the surviving entity, thus becoming a wholly owned subsidiary of iClick. The shareholders of Amber DWM will convert all their existing shares into a combination of newly issued Class A and Class B ordinary shares of iClick.
The transaction sets Amber DWM's valuation at $360 million and iClick's at $40 million on a fully diluted basis. Following the merger's completion, Amber DWM shareholders will hold approximately 90% of the combined company's outstanding shares, while iClick shareholders will own the remaining 10%. In terms of voting power, they will control approximately 97% and 3%, respectively.
Additionally, the Merger Agreement stipulates that, post-closing, iClick will be renamed "Amber International Holding Limited."
The agreement includes a long-stop date, allowing any party to terminate the agreement if the merger is not finalized by June 30, 2025.
