iClick Interactive Asia Group Limited (NASDAQ: ICLK) experienced a notable surge in its stock during the preceding trading session, culminating in a 27.33% increase, concluding the Friday session at $3.82. This surge was instigated by significant developments in the form of a merger agreement.
iClick (ICLK) formally entered into a definitive Agreement and Plan of Merger with TSH Investment Holding Limited and its wholly-owned subsidiary, TSH Merger Sub Limited. In accordance with this merger agreement, TSH Merger Sub is slated to merge with and into ICLK. Post-merger, IClick will persist as the surviving company, transitioning into a wholly-owned subsidiary under the aegis of TSH Investment.
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In accordance with the Merger Agreement, ICLK shares will cease to exist at the effective time of the merger, with holders receiving US$0.816 apiece in cash. Similarly, every iClick ADS issued and outstanding just prior to the Effective Time will be annulled, being exchanged for the right to receive US$4.08 in cash per ADS.
The Merger Consideration signifies a premium of approximately 3.3% over the closing price of ICLK ADSs on December 19, 2022—the final trading day before the Company’s announcement of the preliminary non-binding going-private proposal. Furthermore, it represents a premium of about 20% over the volume-weighted average closing price of the Company’s ADSs during the last 90 trading days leading up to December 19, 2022.
The financial facilitation of the Merger will be orchestrated through a composite approach, involving a cash contribution from Rise Chain Investment Limited, as per an equity commitment letter concurrently executed with the Merger Agreement, debt financing extended by New Age SP II, and an equity rollover by the Rollover Shareholders of their respective Rollover Shares in accordance with the Support Agreement.
Anticipated to conclude in the first quarter of 2024, the Merger is contingent upon an affirmative vote from shareholders representing at least two-thirds of the voting power of the outstanding Shares, either present and voting in person or by proxy at an iClick shareholder meeting. Upon successful completion, the Merger will transform ICLK into a privately-held entity, resulting in the delisting of its ADSs from the Nasdaq Global Market.
