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(RTTNews) - Amber DWM Holding Limited, the holding entity of Amber Group's digital wealth management business, known as Amber Premium, said that it has reached a definitive Agreement and Plan of Merger with iClick Interactive Asia Group Limited (ICLK) and Overlord Merger Sub Ltd., a Cayman Islands exempted company and a direct, wholly owned subsidiary of iClick.

As per the Merger Agreement, Merger Sub will merge with and into Amber DWM, with Amber DWM continuing as the surviving entity and becoming a wholly-owned subsidiary of iClick. Amber DWM's shareholders will exchange all of their issued and outstanding share capital for a mix of newly issued Class A and Class B ordinary shares of iClick.

The transaction values Amber DWM at US$360 million and iClick at US$40 million by equity value on a fully diluted basis. Upon closing of the Merger, the Amber DWM shareholders and the iClick shareholders will own approximately 90% and 10%, respectively, of the outstanding shares of the combined company, or 97% and 3% voting power, respectively.

The Merger Agreement also contemplates that, upon the Closing, iClick will change its name to "Amber International Holding Limited".

The Merger Agreement provides for a long-stop date for any party to terminate the agreement if the Merger is not completed by June 30, 2025.

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