ICLK

Merger Announcement: iClick Interactive Asia Group Limited is progressing towards closing its merger with Amber DWM Holding Limited, which will result in the company being renamed "Amber International Holding Limited" and trading under the new ticker symbol "AMBR" on Nasdaq starting March 13, 2025.

Framework Agreement Details: The companies have entered a Framework Agreement to amend certain terms of the Merger Agreement, streamlining the process and ensuring that iClick can achieve similar economic benefits from the merger despite pending regulatory approvals.

Overview of the Company: iClick Interactive Asia Group Limited is a leading data-driven marketing technology platform in Asia, focusing on providing innovative solutions for businesses to enhance their digital marketing strategies.

Recent Developments: The company has been expanding its services and partnerships to improve customer engagement and drive growth in the rapidly evolving digital landscape.

Merger Approval: iClick Interactive Asia Group Limited announced that shareholders approved a merger agreement with Amber DWM Holding Limited, which will result in the latter becoming a wholly-owned subsidiary of iClick.

Company Changes: The extraordinary general meeting also approved changes including amending the company's memorandum and articles of association, changing its name to "Amber International Holding Limited," and varying its authorized share capital.

Extraordinary General Meeting Announcement: iClick Interactive Asia Group Limited will hold an extraordinary general meeting on January 3, 2025, to discuss and vote on a merger agreement with Amber DWM Holding Limited, which involves the exchange of shares and changes to the company's articles of association.

Shareholder Voting Rights: Shareholders and American depositary share holders are entitled to vote at the EGM, with detailed proposals available in the notice filed with the SEC, emphasizing the importance of reviewing these materials for voting instructions and information about the merger.

Investigation Announcement: Ademi LLP is investigating iClick for potential breaches of fiduciary duty related to its merger with Amber DWM, focusing on the conduct of iClick’s board of directors.

Shareholder Distribution: Post-merger, Amber DWM shareholders will hold approximately 90% of the combined company shares, while iClick shareholders will have about 10%, raising concerns over insider benefits and voting power distribution.

Merger Announcement: Amber DWM Holding Limited has entered into a definitive Merger Agreement with iClick Interactive Asia Group Limited, where Amber DWM will merge into iClick's subsidiary, Overlord Merger Sub Ltd., valuing Amber DWM at $360 million and iClick at $40 million.

Strategic Goals: The merger aims to combine Amber Premium's digital wealth management expertise with iClick's marketing technology to enhance the digital financial ecosystem, targeting corporate and high-net-worth clients while creating new opportunities in the digital economy.

Merger Announcement: Amber DWM Holding Limited has entered into a definitive Merger Agreement with iClick Interactive Asia Group Limited, where Amber DWM will merge into iClick's subsidiary, Overlord Merger Sub Ltd., valuing Amber DWM at $360 million and iClick at $40 million.

Strategic Goals: The merger aims to combine Amber Premium's digital wealth management expertise with iClick's marketing technology to enhance the digital financial ecosystem, targeting corporate and high-net-worth clients while creating new opportunities in the digital economy.

Merger Announcement: iClick Interactive Asia Group Limited has entered into a definitive Merger Agreement with Amber DWM Holding Limited, aiming to integrate Amber's digital wealth management solutions with iClick's data analytics and enterprise software expertise, creating a combined entity valued at approximately $400 million.

Shareholder Impact and Future Plans: Upon completion of the merger, shareholders of Amber DWM will own about 90% of the new company, which will be renamed "Amber International Holding Limited," and the merger is subject to shareholder and regulatory approvals, with a target completion date by June 30, 2025.

Merger Announcement: iClick Interactive Asia Group has entered into a merger agreement with Amber DWM Holding, aiming to combine their strengths in data analytics and wealth management services for corporate and high-net-worth clients.

New Entity Formation: Following the merger, the combined entity will be named Amber International Holding Limited, with Amber DWM shareholders retaining a significant majority stake.

Financial Performance Overview: iClick Interactive Asia Group Limited reported a total revenue of $14.2 million for the first half of 2024, down 16% from $17.0 million in the same period of 2023, with a notable improvement in net loss from continuing operations to $1.3 million compared to $10.3 million in 2023.

Strategic Business Adjustments: The company has focused on optimizing its operations by reducing lower-margin businesses and enhancing its enterprise solutions segment, which saw a 13% increase in revenue year-over-year, while also completing the disposal of certain business segments.

Company Update: iClick Interactive Asia Group has sold its demand side marketing solutions business in mainland China to enhance operational efficiency and focus on market trends.

Financial Impact: This strategic move is anticipated to improve the company's liquidity and profitability, potentially increasing long-term shareholder value.

Financial Performance Overview: iClick Interactive Asia Group Limited reported a total revenue of $14.2 million for the first half of 2024, down 16% from $17.0 million in the same period of 2023, with a notable improvement in net loss from continuing operations to $1.3 million compared to $10.3 million in 2023.

Strategic Business Adjustments: The company has focused on optimizing its operations by reducing lower-margin businesses and enhancing its enterprise solutions segment, which saw a 13% increase in revenue year-over-year, while also completing the disposal of certain business segments.

Business Disposal Announcement: iClick Interactive Asia Group Limited has successfully completed the sale of its demand side marketing solutions business in mainland China, as per a share purchase agreement dated September 11, 2024.

Strategic Focus and Future Outlook: The company aims to enhance operational efficiency and realign its business focus to improve liquidity and profitability, ultimately contributing to long-term shareholder value.

New Accounting Firm Appointment: iClick Interactive Asia Group Limited has appointed WWC, P.C. as its new independent registered public accounting firm, effective September 30, 2024, replacing PricewaterhouseCoopers (PwC), who declined to stand for re-election.

Transition and Gratitude: The company expressed gratitude to PwC for their services over the years and is working closely with both PwC and WWC to ensure a smooth transition during this change.

Shareholder Meeting Outcomes: iClick Interactive Asia Group Limited held its annual general meeting on September 30, 2024, where shareholders approved the disposal of its demand side marketing solutions and enterprise solutions businesses in mainland China, as well as the appointment of Mr. Winson Ip Wing Wai as an independent director.

Future Business Strategy: CEO Jian Tang expressed gratitude for shareholder support and emphasized that these disposals aim to enhance profitability and operational efficiency, with expectations of improved financial performance and reduced debt levels in the coming months.

Business Disposal Announcement: iClick Interactive Asia Group Limited has successfully completed the disposal of its enterprise solutions business in mainland China, as per the share purchase agreement dated July 19, 2024.

Operational Focus and Growth Strategy: The company aims to optimize operations, enhance profitability, and realign its business focus to adapt to market trends and increase shareholder value.

Business Sale Announcement: iClick Interactive Asia Group Limited has agreed to sell its demand side marketing solutions business in mainland China to SiAct Inc. for RMB1 million, as part of a strategy to focus on higher-margin operations amid a slowing advertising market post-COVID-19.

Financial Support and Conditions: The company will provide a loan of RMB20 million to the disposed business during the transition and must repay approximately US$35 million in outstanding loans. The sale is subject to shareholder approval at an upcoming meeting on September 30, 2024.

Annual General Meeting Announcement: iClick Interactive Asia Group Limited will hold its 2024 annual general meeting on September 30, 2024, in Hong Kong, focusing on the disposal of its demand side marketing solutions and enterprise solutions businesses in mainland China, as well as the appointment of a new independent director.

Shareholder Eligibility: Only shareholders recorded by September 11, 2024, are entitled to vote at the AGM, with additional information available on the company's Investor Relations website.

Company Announcement: iClick Interactive Asia Group Limited has entered into a share purchase agreement to sell its equity interest in Tetris Media Limited to BeihaiOne Limited for US$80,000, aiming to optimize operations and enhance profitability amid challenging market conditions in the SaaS sector.

Future Strategy: Following the disposal, iClick will continue its enterprise solutions business in Hong Kong and marketing solutions in mainland China and overseas, while focusing on cost optimization and operational efficiency to improve financial performance and shareholder returns.