iClick Interactive Asia Group Limited a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, announced that it has called an extraordinary general meeting of shareholders (the “EGM”), (New York time), at 15/F Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, China. The purpose of the EGM is for shareholders of the Company to consider and vote on, among other things, the proposal to authorize and approve the previously announced agreement and plan of merger (the “Merger Agreement”), dated November 24, 2023, by and among TSH Investment Holding Limited (“Parent”), TSH Merger Sub Limited, a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”), and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger (as defined below).
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Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the Merger, 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 (the “Merger”). If completed, the Merger will result in the Company becoming a privately-held company and its American depositary shares (each, an “ADS”, representing five (5) Class A ordinary shares) no longer being listed or traded on the Nasdaq Global Market, with the Company’s ADS program terminated. In addition, the Company’s ADSs and Class A ordinary shares represented by the ADSs will cease to be registered under Section 12 of the Securities and Exchange Act of 1934, as amended, following consummation of the Merger.
The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of the special committee of independent and disinterested directors established by the Board, unanimously authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and unanimously resolved to recommend that the Company’s shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger.
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Shareholders of record at the close of business in the Cayman Islands on February 15, 2024 will be entitled to attend and vote at the EGM and any adjournment thereof. ADS holders as of the close of business in New York City on February 15, 2024 will be entitled to instruct JPMorgan Chase Bank, N.A., in its capacity as the Company’s ADS depositary, to vote the Class A ordinary shares represented by the ADSs at the EGM.
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