iClick Interactive Asia Group, an enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions announces a definitive merger agreement with TSH Investment Holding.
By Global FinTech News Desk
iClick Interactive Asia Group Limited (NASDAQ: ICLK) announced that it has entered into a definitive agreement and plan of merger with TSH Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands. iClick Interactive is an enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions.
The merger consideration represents a premium of approximately 3.3% to the closing price of iClick’s ADSs on December 19, 2022, the last trading day prior to their announcement of its receipt of the preliminary non-binding going-private proposal, and a premium of approximately 20% to the volume-weighted average closing price of the ADSs during the last 90 trading days prior to December 19, 2022.
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The Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the board, unanimously approved the merger agreement unanimously resolved to recommend that the companies’ shareholders vote to authorize and approve the merger. The Special Committee negotiated the terms of the merger agreement with the assistance of its independent financial and legal advisors.
The Merger, which is currently expected to close in the first quarter of 2024, is subject to customary closing conditions including an affirmative vote of shareholders representing at least two-thirds of the voting power of the outstanding Shares present and voting in person or by proxy at a meeting of the Company’s shareholders. If completed, the merger will result in the company becoming a privately-held entity and its ADSs will no longer be listed on the Nasdaq Global Market.
Houlihan Lokey (China) Limited is serving as financial advisor to the Special Committee, Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal counsel to the Special Committee, and Travers Thorp Alberga is serving as the Cayman Islands legal counsel to the Company.
Ropes & Gray and Prospera Law LLP are serving as U.S. legal counsel to the Consortium, and Harney Westwood & Riegels is serving as the Cayman Islands legal counsel to the Consortium.
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