iClick Interactive Asia Group Limited (ICLK) Announces Termination of Merger Agreement

iClick Interactive Asia Group Limited ("iClick" or the "Company") (NASDAQ: ICLK), a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced the termination of the previously announced agreement and plan of merger, dated as of November 24, 2023 (the "Merger Agreement"), by and among the Company, TSH Investment Holding Limited (the "Parent") and TSH Merger Sub Limited (the "Merger Sub").

On March 29, 2024, the Company delivered to the Parent a notice (the "Closing Notice") confirming the satisfaction of the closing conditions under the Merger Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Closing as defined below) and that the Company is ready, willing and able to consummate the closing contemplated under the Merger Agreement (the "Closing"). Since the delivery of the Closing Notice, the Company has been communicating and cooperating with the Parent, Merger Sub and their representatives towards the Closing, but the Parent and Merger Sub have failed to complete the Closing within ten (10) Business Days following the delivery date of the Closing Notice pursuant to Section 8.03(b) of the Merger Agreement.

On April 26, 2024, the Company (acting upon the recommendation of the Special Committee) sent a notice of termination to the Parent and the Merger Sub pursuant to Section 8.03(b) of the Merger Agreement, notifying the Parent and the Merger Sub that the Company is exercising its right to terminate the Merger Agreement pursuant to Section 8.03(b) of the Merger Agreement and demanding the Parent to pay the US$1,800,000 termination fee pursuant to Section 8.06(b) of the Merger Agreement by May 9, 2024. As a result of the termination of the Merger Agreement, the proposed merger will not be completed.

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