iClick Interactive Asia Group Ltd (ICLK) News & EventsICLKiClick Interactive Asia Group Ltd

iClick Interactive Asia announces progress towards merger with Amber DWM

iClick Interactive Asia Group announced progress toward closing its merger with Amber DWM Holding, alongside final Nasdaq approval for the post-merger listing. Upon completion of the merger, the Company will be renamed "Amber International Holding Limited" and commence trading under the new ticker symbol "AMBR" on the Nasdaq Global Market, effective March 13. iClick has entered into an Amendment, Waiver and Framework Agreement to amend and waive certain terms and conditions of the Agreement and Plan of Merger entered into by the Company, Overlord Merger Sub and Amber DWM Holding on November 29, 2024. To expedite the closing of the Merger, the parties have entered to the Framework Agreement to amend and waive certain closing conditions to the Merger, including in relation to the DWM Asset Restructuring and these regulatory approvals, and to provide for alternative arrangements that would afford iClick with substantially the same economic benefits as the transactions contemplated under the Merger Agreement. Specifically, pursuant to the Framework Agreement, the parties have agreed to complete the DWM Asset Restructuring and cause Sparrow Tech Private Limited to become an indirect subsidiary of iClick promptly upon the receipt of the relevant regulatory approvals, which may be after the closing of the Merger, and pursuant to certain intercompany services agreement entered into concurrently with the execution of the Framework Agreement, while the regulatory approvals are pending, a wholly-owned subsidiary of Amber DWM will receive 100% of the consolidated basis net income generated by the WFTL Assigned Contracts and 100% consolidated net income of Sparrow Tech Private. The Company further announced that it received Nasdaq approval for the listing on the Nasdaq Global Market on March 11.

iClick Interactive Asia plans to sell its demand side marketing business

iClick Interactive Asia Group announced the execution of a definitive agreement to sell its demand side marketing solutions business in mainland China to SiAct at a consideration of RMB1M or equivalents in US dollars. The Disposal aligns with the Company's ongoing strategic scale-down of lower-margin and higher-risk businesses in its marketing solutions segment, and the Company's strategy of optimizing its operations and realigning its business focus to meet market trends. The uncertainties around the macro-economic conditions since the COVID-19 pandemic led to a broad-based slowdown in the advertising market in mainland China. In addition, the uncertainty in macro-economic environment with ongoing influences on market sentiment, advertising spending and promotional activities affect the profitability and cash flows of this cash intensive business segment. To support the ongoing business operation of the disposed business, prior to the closing of the Disposal, the Company shall provide a loan to the disposed business in a principal amount of RMB20M with a term of six months to support their ongoing business operations during the transition period. In addition, the Company has agreed to repay the outstanding principal of the loans previously extended by three banks to the disposed business, totaling approximately $35.0M, within six months following the execution of the Agreement. The Disposal is conditioned upon receiving approval from Company's shareholders.