Amber DWM, the digital wealth management arm of Singapore-based Amber Group, and iClick Interactive Asia Group have announced a $400m merger to create Amber International.
The transaction values Amber DWM at $360m and Nasdaq-listed iClick at $40m in equity terms on a fully diluted basis. iClick is an online marketing and enterprise solutions provider in Asia.
Under the terms of the deal, Amber DWM 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 deal will see Overlord Merger Sub, a wholly owned subsidiary of iClick, merge with Amber DWM. As a result, Amber DWM will become a wholly owned subsidiary of iClick.
iClick chairman, CEO, and co-founder Jian Tang said: “This merger represents a transformative opportunity to broaden our business portfolio by integrating Amber Premium’s state-of-the-art digital wealth management solutions.
“By uniting iClick’s robust data analytic and enterprise software expertise with Amber Premium’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.”
Once the transaction is completed, Amber DWM shareholders will hold approximately 90% of the combined company’s shares, with iClick shareholders owning 10%.
As part of the agreement, iClick will rebrand as Amber International Holding. It will adopt new corporate articles of association and simplify its share capital structure to consist solely of Class A and Class B shares.
Amber DWM, operating under brand Amber Premium, offers private banking-level solutions tailored to meet the crypto economic needs of esteemed institutions and high-net-worth individuals.
The company specialises in designing, deploying, and supporting innovative digital wealth management products.
Amber DWM CEO and director Wayne Huo said: “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.
“By bridging the worlds of blockchain, fintech and digital marketing, we are unlocking new opportunities to revolutionise how value is created and exchanged in the digital economy.”
Subject to regulatory and shareholder approvals, alongside other customary conditions, the transaction is expected to be completed before the long-stop date of 30 June 2025.
Cleary Gottlieb Steen & Hamilton is serving as legal counsel to iClick, while Simpson Thacher & Bartlett is representing Amber DWM’s legal counsel.
