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( MENAFN - PR Newswire) SINGAPORE, Nov. 30, 2024 /PRNewswire/ -- Amber DWM Holding Limited ("Amber DWM"), the holding entity of Amber Group's digital wealth management business, known as Amber Premium ("Amber Premium"), today announced that it has entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with iClick Interactive Asia Group Limited ("iClick" or the "Listco") (NASDAQ: ICLK ) and Overlord Merger Sub Ltd. ("Merger Sub"), a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Listco. Under 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 the Listco (the "Merger"). 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 the Listco on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933. Wayne Huo, Chief Executive Officer and Director of Amber DWM , said: "We are thrilled to embark on this transformative journey with iClick. 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 revolutionize how value is created and exchanged in the digital economy." The transaction values Amber DWM at US$360 million and the Listco at US$40 million by equity value on a fully diluted basis (assuming completion of certain restructuring as set forth in the Merger Agreement). Upon closing of the Merger (the "Closing"), the Amber DWM shareholders and the Listco shareholders (including holders of ADSs) 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, the Listco will change its name to "Amber International Holding Limited" and adopt the tenth amended and restated memorandum and articles of association of the Listco, in each case immediately before the effective time of the Merger (the "Effective Time"), following which the authorized share capital of the Listco shall only consist of Class A ordinary shares and Class B ordinary shares (with different voting powers but equal economic rights), a par value of US$0.001 each. Please refer to the Merger Agreement filed as Exhibit 99.2 to the Form 6-K furnished by the Listco to the SEC on November 29, 2024 for more details. The Listco's board of directors (the "Board") approved the Merger Agreement and other transaction documents, including but not limited to the voting agreement entered into by and among certain shareholders of the Listco (who holds approximately 36% of the outstanding shares representing 71% voting power of the Listco as of the date of this press release), the Listco and Amber DWM (the "Voting Agreement") (collectively, the "Transaction Documents"), and the transactions contemplated thereunder (the "Transactions"), with the assistance of its financial and legal advisors. The Board also resolved to recommend that the Listco's shareholders vote to authorize and approve the Transaction Documents and the Transactions when they are submitted for shareholder approval. In connection with the Transaction, each of the shareholders of Amber DWM immediately prior to the consummation of the Merger is entering into a lock-up agreement with the Listco pursuant to which they have agreed not to transfer the shares received in consideration of the Merger for a period of 12 months following the Merger closing. The completion of the Transactions is subject to the satisfaction of closing conditions set forth in the Merger Agreement, including, among other things, receipt of the Listco's shareholder approval and regulatory/stock exchange approvals (if applicable). 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. "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", said Mr. Jian Tang, Chairman, Chief Executive Officer and Co-Founder of iClick . The foregoing description of the Merger Agreement and the Voting Agreement does not purport to be complete and is qualified in its entirety to the full text of the Merger Agreement and the Voting Agreement, which are filed as Exhibits 99.2 and 99.3 to the Form 6-K furnished by the Listco to the SEC on 29, 2024, respectively. Simpson Thacher & Bartlett LLP is serving as U.S. legal counsel to Amber DWM. Cleary Gottlieb Steen & Hamilton LLP is serving as U.S. legal counsel to iClick. About Amber Premium Amber Premium, the business brand behind Amber DWM Holding Limited, is a leading digital wealth management platform offering private banking-level solutions tailored for the dynamic crypto economy. Serving a premium clientele of esteemed institutions and qualified individuals, Amber Premium develops and supports innovative digital wealth management products. Its institutional-grade access and operations makes it the top choice for one-stop digital wealth management services, providing tailored, secure solutions that drive growth in the Web3 economy. About iClick Interactive Asia Group Limited Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK ) is a renowned online marketing and enterprise solutions provider in Asia. With its leading proprietary technologies, iClick's full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. For more information, please visit . Safe Harbor Statement This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties' perspectives and expectations, are forward-looking statements. The words "will," "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the proposed transaction, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iii) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Listco, Amber DWM or the combined entity; (iv) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (v) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Listco's securities; (vi) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Amber DWM or the combined entity to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (vii) any changes in the business or operating prospects of Amber DWM and the combined entity or their businesses; (viii) changes in applicable laws and regulations; and (ix) risks relating to Amber DWM's and the combined company's ability to enhance their services and products, execute their business strategy, expand their customer base and maintain stable relationship with their business partners. A further list and description of risks and uncertainties can be found in the proxy statement that will be filed with the SEC by the Listco in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Listco, Amber DWM and their respective subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. No Offer or Solicitation This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Amber DWM, the Listco or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Participants in the Solicitation The Listco, Amber DWM and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Listco in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement pertaining to the proposed transaction when it becomes available for the proposed transaction. Additional Information and Where to Find It The Listco will file with the SEC and mail to its shareholders a proxy statement in connection with the proposed transaction. Investors and securityholders are urged to read the proxy statement when it becomes available because it will contain important information regarding the proposed arrangement. You may access the proxy statement (when available) and other related documents filed by the Listco with the SEC at the SEC's website at . You also may obtain the proxy statement (when it is available) and other documents filed by the Listco with the SEC relating to the proposed arrangement for free by accessing the Listco's website at i-click. SOURCE Amber Group MENAFN30112024003732001241ID1108941433 Legal Disclaimer: MENAFN provides the information “as is” without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the provider above.
The Seattle Seahawks will be without one of their top players for the rest of the 2024 season. Seattle placed running back Kenneth Walker III on injured reserve on Thursday, effectively ending his season. The Seahawks made the move hours ahead of their Thursday night Week 17 matchup with the Chicago Bears . In a corresponding move, the Seahawks signed running back George Holani of the practice squad to fill Walker's spot on the active roster. The team also elevated veteran cornerback and former first-round pick Artie Burns . Walker missed two games earlier this year with an oblique injury. A calf injury sidelined him for Seattle's Week 14 win over the Cardinals as well as during its Week 15 loss to the Packers . In all, Walker played in 11 games this season, rushing for 573 yards and seven touchdowns. He also set career highs with 46 receptions and 299 yards. Walker also caught a touchdown pass during Seattle's Week 7 win over Seattle. A 2022 second-round pick, Walker has proven to be effective when healthy. He rushed for 1,050 yards and nine touchdowns as a rookie and picked up 905 yards and eight touchdowns in 2023. Walker exceeded 1,110 all-purpose yards both years. Injuries, however, have hindered Walker's availability. He missed two games apiece during his first two seasons and will miss six games this season. Walker's absence has created more opportunities for backup Zach Charbonnet , a 2023 second-round pick who leads Seattle with eight touchdown runs. Charbonnet, who played well in a limited role last year, capped off his college career with a standout season at UCLA, rushing for 1,359 yards and 14 touchdowns while averaging a whopping 7.0 yards-per-carry. "You guys have been exposed to Zach [Charbonnet] longer than I have," Seahawks first-year head coach Mike Macdonald told reporters earlier this week. "To me, it seems like he's been the same guy since we [drafted him]. That's one of the things you love about him, he's the same guy every day. Incredibly prepared, runs the ball tough, runs it hard. I think he's growing as a player and as a person, but that just speaks to his work ethic." The Seahawks will need Charbonnet to be at his best during the season's final two weeks. Seattle (8-7) is currently battling with five other teams to capture one of the remaining three NFC playoff spots.
None. Many people in the Apple ecosystem love to stay on the latest and great iPhones, iPads, and Macs. If you’re trading in an old iPhone to one of your carriers, have you ever wondered what happens to them? Especially in recent years, old iPhones continue to offer a ton of value to new people, so I recently talked with the team at to learn more about their new facilities. When you trade in a device, it’s easy to think the story ends there, but that’s just the beginning. Behind the scenes, companies like Assurant play a critical role in breathing new life into your old tech. Their latest facility, a 259,000-square-foot Innovation and Device Care Center in Mt. Juliet, Tennessee, shows the scale and sophistication of today’s device lifecycle process. Assurant’s new Nashville-area center, which doubles the size of their previous site in La Vergne, is set to process and repurpose millions of devices yearly. At this facility, about 800 people test, refurbish and prepare devices for new users or responsibily recycle if they’re beyond repair. In 2023 alone, their efforts kept 1.16M metric tons of carbon emissions out of the atmosphere. It’s a massive impact from the devices users once thought were bound for the trash. Once a device reaches Assurant’s “Device Care Center”, it goes through a series of carefully calibrated processes, many powered by AI and automation. A team of engineers works on-site to constantly improve these systems, using robotics and machine learning to enhance efficiency and quality. From diagnostics to software wipes, to component replacement and beyond, each step is part of a streamlined process designed to give devices a new purpose, often extending their lives by years. While others may outsource, this new facility demonstrates our investments in innovative technologies and our people, allowing us to continuously improve our customer and employee experiences by owning every step in the process, said Biju Nair, EVP and president, Global Connected Living and International. These investments, along with our talented team, contribute to greater sustainability in the connected device ecosystem by efficiently supplying the global secondary device market. Centrally located and in close proximity to our state’s capital, Mt. Juliet is primed to support Assurant and the opening of its new Innovation and Device Care Center,” said Stuart C. McWhorter, Commissioner, Tennessee Department of Economic and Community Development. Assurant will benefit from Nashville’s thriving tech talent pool and access to top-tier research institutions while also having the local support and resources needed for continued growth in Wilson County. I thank Assurant for its decision to stay in Tennessee, and we look forward to seeing the success that follows today’s grand opening. But Assurant isn’t just focused on refurbishing; it’s also making a significant investment in the future of the Tennessee region. The company’s $100,000 grant to Middle Tennessee State University will help fund the Assurant Engineering Innovation Lab, which will support the training of future engineers in mechatronics and automation. This investment underlines the ongoing shift toward a circular economy in tech, where keeping devices in circulation as long as possible is both a business model and an environmental mission. So, the next time you trade in an iPhone or iPad, remember that it likely ends up in a place like Assurant’s’s repair center, where it’s given a chance to power another person’s work—or at least help spare the planet a few more grams of waste . . Many people in the Apple ecosystem love to stay on the latest and great iPhones, iPads, and Macs. If you’re trading in an old iPhone to one of your carriers, have you ever wondered what happens to them? Especially in recent years, old iPhones continue to offer a ton of value to new people, so I recently talked with the team at to learn more about their new facilities. When you trade in a device, it’s easy to think the story ends there, but that’s just the beginning. Behind the scenes, companies like Assurant play a critical role in breathing new life into your old tech. Their latest facility, a 259,000-square-foot Innovation and Device Care Center in Mt. Juliet, Tennessee, shows the scale and sophistication of today’s device lifecycle process. Assurant’s new Nashville-area center, which doubles the size of their previous site in La Vergne, is set to process and repurpose millions of devices yearly. At this facility, about 800 people test, refurbish and prepare devices for new users or responsibily recycle if they’re beyond repair. In 2023 alone, their efforts kept 1.16M metric tons of carbon emissions out of the atmosphere. It’s a massive impact from the devices users once thought were bound for the trash. Once a device reaches Assurant’s “Device Care Center”, it goes through a series of carefully calibrated processes, many powered by AI and automation. A team of engineers works on-site to constantly improve these systems, using robotics and machine learning to enhance efficiency and quality. From diagnostics to software wipes, to component replacement and beyond, each step is part of a streamlined process designed to give devices a new purpose, often extending their lives by years. While others may outsource, this new facility demonstrates our investments in innovative technologies and our people, allowing us to continuously improve our customer and employee experiences by owning every step in the process, said Biju Nair, EVP and president, Global Connected Living and International. These investments, along with our talented team, contribute to greater sustainability in the connected device ecosystem by efficiently supplying the global secondary device market. Centrally located and in close proximity to our state’s capital, Mt. Juliet is primed to support Assurant and the opening of its new Innovation and Device Care Center,” said Stuart C. McWhorter, Commissioner, Tennessee Department of Economic and Community Development. Assurant will benefit from Nashville’s thriving tech talent pool and access to top-tier research institutions while also having the local support and resources needed for continued growth in Wilson County. I thank Assurant for its decision to stay in Tennessee, and we look forward to seeing the success that follows today’s grand opening. But Assurant isn’t just focused on refurbishing; it’s also making a significant investment in the future of the Tennessee region. The company’s $100,000 grant to Middle Tennessee State University will help fund the Assurant Engineering Innovation Lab, which will support the training of future engineers in mechatronics and automation. This investment underlines the ongoing shift toward a circular economy in tech, where keeping devices in circulation as long as possible is both a business model and an environmental mission. So, the next time you trade in an iPhone or iPad, remember that it likely ends up in a place like Assurant’s’s repair center, where it’s given a chance to power another person’s work—or at least help spare the planet a few more grams of waste .
Janhvi enjoys Christmas with Khushi, Veer PahariyaPublished 4:08 pm Saturday, November 30, 2024 By Data Skrive There are five games featuring a ranked team on the Sunday college basketball schedule, including the UCLA Bruins versus the Hawaii Rainbow Wahine. Watch women’s college basketball, other live sports and more on Fubo. What is Fubo? Fubo is a streaming service that gives you access to your favorite live sports and shows on demand. Use our link to sign up for a free trial. Catch tons of live women’s college basketball , plus original programming, with ESPN+ or the Disney Bundle.GameStop Shares Are On The Rise Today: What's Going On?