iClick Interactive Asia enters going-private transaction

iClick Interactive Asia Group 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 and TSH Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent, pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, (a) each Class A ordinary share of the Company and each Class B ordinary share of the Company issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Dissenting Shares and the Shares represented by American depositary shares of the Company will be cancelled and cease to exist in exchange for the right to receive US$0.816 in cash per Share without interest ; (b) each ADS issued and outstanding immediately prior to the Effective Time, together with each Share represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$4.08 in cash per ADS without interest; and (c) Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of Companies Act of the Cayman Islands, will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Companies Act of the Cayman Islands. The Merger Consideration represents a premium of approximately 3.3% to the closing price of the Company’s ADSs on December 19, 2022, the last trading day prior to the Company’s 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 Company’s ADSs during the last 90 trading days prior to December 19, 2022. 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