Amber DWM, the digital wealth management arm of Singapore-based Amber Group, has agreed to merge with Hong Kong-based enterprise solutions provider iClick Interactive Asia Group (iClick).
The deal values Amber DWM at $360m and iClick at $40m on a fully diluted basis.
Under the terms of the agreement, Overlord Merger Sub (Merger Sub), a Cayman Islands-exempted company and a subsidiary of iClick, will merge with and into Amber DWM.
Amber DWM will continue as the surviving entity and a wholly owned subsidiary of iClick.
Its shareholders will exchange all their issued and outstanding share capital for a mix of newly issued Class A and Class B ordinary shares of iClick.
iClick’s board of directors approved the merger agreement and voting agreement.
The closing of the merger is subject to the satisfaction of certain closing conditions, including receipt of iClick’s shareholder approval and regulatory or exchange approvals.
The agreement also specifies a long-stop date, allowing either party to terminate the agreement if the merger is not completed before 30 June 2025.
Amber DWM CEO and director Wayne Huo said: “We are thrilled to embark on this transformative journey with iClick. This merger represents a significant milestone, bringing together Amber Premium’s expertise in digital wealth management and iClick’s innovative marketing technology.
“Together, we aim to redefine the digital financial ecosystem, delivering unparalleled value to our clients and stakeholders.
“We believe this partnership will accelerate our shared vision of seamless integration between technology, finance, and marketing/media, driving growth and innovation in the attention economy era.”
Upon closing of the merger, the Amber DWM shareholders will own around 90% and iClick shareholders 10% of the combined company.
It will create the combined entity, dubbed Amber International Holding, with only authorised share capital of iClick consisting of Class A ordinary shares and Class B ordinary shares.
Also, Amber DWM shareholders will enter into a lock-up agreement with iClick, agreeing not to transfer the consideration shares for a period of 12 months after closing.
Simpson Thacher & Bartlett served as US legal counsel to Amber DWM, and Cleary Gottlieb Steen & Hamilton as US legal counsel to iClick, on the transaction.
iClick chairman, CEO and co-founder Jian Tang said: “This merger represents a transformative opportunity to broaden our business portfolio by integrating Amber DWM’s state-of-the-art digital wealth management solutions.
“By uniting iClick’s robust data analytic and enterprise software expertise with Amber DWM’s advanced digital wealth management services, we aim to unblock synergies between traditional finance and the rapidly evolving digital asset ecosystem, particularly benefitting corporate and high net worth individual clients.”
