A lesson in playing chicken with Big TechSINGAPORE , 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 https://ir.i-click.com . 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 www.sec.gov . 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 ir.i-click.com . View original content to download multimedia: https://www.prnewswire.com/news-releases/amber-groups-subsidiary-amber-dwm-holding-limited-and-nasdaq-listed-iclick-interactive-asia-group-limited-enter-into-a-definitive-merger-agreement-302319082.html SOURCE Amber Groupfighting game dragon ball super game 。

The Galaxy Buds3 Pro Are at a Record Low Price, Samsung Is Going Nuts Post Black Friday

The champions crashed to a fifth straight defeat in all competitions – something not experienced by the club in more than 18 years – as they were thrashed 4-0 by Tottenham at the Etihad Stadium on Saturday. The loss, which was also a third in succession in the Premier League and shattered a 52-game unbeaten home run, damaged the club’s hopes of winning an unprecedented fifth title in a row. It is the worst run of Guardiola’s glittering managerial career and the City boss, who extended his contract until 2027 last week, is determined to turn the situation around. The Catalan said: “When we start to lose I say to the people I have to find a way, I have to. It’s my duty, my responsibility, to find a way to be more consistent, that our game will be better and win games. “This is what we have to do.” City have been hampered by injuries to key players in recent weeks, particularly by the absence of Ballon d’Or-winning midfielder Rodri, who has been sidelined for the remainder of the season. Problems have emerged at both ends of the field with a lack of clean sheets – just five in 19 outings this term – and a shortage of goals being scored on occasions, like Saturday, when the prolific Erling Haaland has an off-day. Guardiola said: “We don’t expect to lose important players but it’s happened and you have to find a way. We have to find other abilities. “I don’t think we didn’t create enough chances. We created a lot of chances, clear ones at 0-0, 0-1, 0-2. “Of course we want a lot of players to score but it’s happened now. “I know at the Etihad when we are there and we score goals our momentum is there, but now we are not solid enough. That is the truth. “In both sides normally we are solid but we concede the goals. Now in both sides we are not good enough. “In these situations, what do you have do to? Keep going my friends, keep going. “We have done it in the past – not in terms of results being as bad as now – but we have done it and we face the situation and move forward.”Doha, Qatar: University of Doha for Science and Technology (UDST) has announced the launch of 7 new programs for Fall 2025, ranging from bachelor's to master's degrees, all focused on hands-on learning and practical applications. These programs are the result of strategic partnerships with key national and international entities, including local and international organizations in the aviation industry. Admissions for these programs will open in January 2025 for the academic year 2025-2026. At the College of Engineering and Technology, the new programs include Bachelor of Science in Aeronautical Engineering (BSc AeroE) and Master of Science in Telecommunication and Network Engineering (MSc TNE), the university said in a press release on Sunday. The College of Business, will be offering Bachelor of Science in Aviation Management (BSc AM); a program is designed to equip students with a strong foundation in both business management and aviation-specific knowledge, preparing them for leadership roles in the dynamic aviation industry, UDST added. In the College of Computing and Information Technology the Master of Science in Data Science and Artificial Intelligence (MSc DSAI), has been introduced. At the College of General Education the new programs include Bachelor of Science in Teaching STEM, which combines interdisciplinary teaching strategies with hands-on learning, this program prepares graduates to create dynamic educational experiences, and the Master of Science in Teaching STEM; a bilingual (English and Arabic), two-year graduate program combining cutting-edge research with practical teaching methodologies, empowering educators to create transformative learning experiences. Graduates will be prepared to shape the future of education, equipping students with the critical thinking and problem-solving skills needed to thrive in an increasingly technology-driven world. Moreover, the College of General Education will also be Master of Science in STEM Education and TVET, a comprehensive two-year program designed for qualified teachers who wish to advance their expertise in both STEM education and Technical and Vocational Education and Training (TVET). Commenting on the announcement, President of UDST Dr. Salem Al Naemi said: "The University is proud to introduce these new programs, developed after extensive consultation with industry experts, academic leaders, and our strategic partners. Our goal is to equip students with not only the skills needed for today's workforce but also the foresight to thrive in tomorrow's ever-evolving job market. We are seeing an increasing recognition from both students and their families of the value of applied education. At UDST, our students engage in hands-on learning in real-world environments, benefiting from the vast network of professional connections that our partnerships provide. This approach ensures that our graduates are not just educated but prepared to succeed and make a meaningful impact in their chosen fields." These new programs are aligned with UDST's mission to provide innovative and high-quality education that meets the evolving needs of Qatar's rapidly developing economy.

Pep Guardiola: It’s my responsibility to solve Manchester City’s poor runPep Guardiola: It’s my responsibility to solve Manchester City’s poor run

Barely two hours elapsed between the performance by Swiss contestant Nemo at the Eurovision finals in spring 2024 and the end of the jury and televote. And then it was clear to TV viewers that the world’s biggest music event would be held in Switzerland in 2025. There was great rejoicing in the winning country, and not only among Eurovision fans. However, it was to take another six months – Switzerland is known for its frequent referendums – before the decision was finally confirmed. The people of Basel have now voted by a large majority in favour of hosting the contest. To be precise, 66,6% of voters in the canton of Basel City voted to confirm the canton’s public funding of nearly CHF35 million ($39.5 million) for Eurovision 2025. If a majority had voted against, the funding would have been blocked. The Swiss Broadcasting Corporation – SWI swissinfo.ch’s parent company – could then have removed Basel from the running for hosting the event, according to research by the newspaper bz Basel. In the worst case, the European Broadcasting Union could have stepped in and relieved Switzerland of its right to host Eurovision 2025. Unlike Zurich, Bern and Geneva – which also bid to host the contest – the city of Basel is almost a canton in itself. Criticism of the event in Bern, for instance, would have been politically riskier. The population of rural canton of Bern, generally conservative, far exceeds that of the city of Bern. So even though voters in the federal capital are more left-wing and progressive than in Basel, a referendum against hosting Eurovision 2025 in Bern would have had a stronger chance of success. Thus it is only now confirmed, in late November, that Eurovision 2025 will really be held in Basel. In comparison, the decision that Malmö would host the 2024 contest was already known in July 2023. The wheels of direct democracy turn slowly in Switzerland. Behind the scenes, though, the referendum against the song contest required a real burst of speed for all involved. The Basel legislature approved the nearly CHF35 million for the event on September 11. “Basel, 12 points. Let us rejoice!” said Joël Thüring, president of the Basel finance committee and cantonal parliamentarian for the rightwing Swiss People’s Party, opening the debate. In the end, there were only four votes against. Basel’s politicians stood pretty unanimously behind the major event. But the referendum leaders were already in the starting blocks. They came from the Federal Democratic Union, Switzerland’s ultra-conservative Christian party. Members of this small party travelled from across the country to Basel City to collect the required 2,000 signatures from Basel residents. Just six weeks later, on October 28, they submitted around 4,200 signatures. And by November 4, voters in Basel had already received the ballot paper at home – including five pages of information and arguments on the Eurovision referendum. How was this possible in such a short time? “The voting booklet and the ballot papers were printed in two different versions before October 26 – one with the Eurovision question and one without,” explained Basel government spokesperson Marco Greiner, when questioned by SWI swissinfo.ch. The citizens of Basel were also voting on other cantonal issues on November 24. So that explains how both sides managed to present their arguments in the voting booklet despite the tight deadline. The Basel government argued in favour of holding the event because of its “great added value” and the “international attention and image promotion” it would generate for the city. It also spoke of a “festival of tolerance for the entire population”, referring to the side events that would take place around the city. Meanwhile, the opponents’ arguments in the voting booklet read almost like a mirror image. They spoke of a “waste of money” and warned that the event would result in a “loss of image” for Basel – referring to the anti-Israel protests in Malmö and the behaviour of other Eurovision delegations towards Israeli singer Eden Golan. “We do not want to provide a forum for a Eurovision Song Contest that does not do enough to prevent such anti-Semitic excesses.” Above all, however, the opponents see Eurovision as a playing field in the battle between heaven and hell. They decry “unfair double standards”. Around ten years ago, a band from the Christian evangelical Salvation Army, representing Switzerland in the contest, was not allowed to participate under the name Salvation Army. Whereas “occult and satanic performances (like the one by ‘Bambie Thug’) (...) are tolerated and even celebrated”. This, the referendum initiators say, is unfair. Unlike the Salvation Army, however, Bambie Thug is a pop star, and – as far as is known – she does not represent an occult religious organisation. Moreover, Bambie Thug’s song at Eurovision 2024 drew on wording from the fantasy world of Harry Potter. “Avada Kedavra, I speak to destroy”, sang the non-binary pop star, who was competing for Ireland. “Avada Kedavra” is the death curse in the highly popular novel and film series. But, seeing as Bambie Thug’s face was splashed across campaign posters on trams and buses in Basel, it can be assumed that this is what bothered the instigators of the referendum most – more than the canton’s finances (Basel City regularly generates budget surpluses). Although the signature collection sheets for the referendum stated that they should be handed in to the Federal Democratic Union branch in Basel City, it was the party’s national representatives who always appeared in public – in particular the president, Samuel Kullmann from the Bernese Oberland. Overall, the party made no bones about the fact that the Basel City vote was mainly driven by activists from other parts of the country. Marc Bühlmann is the director of the “Année Politique Suisse” platform and a professor of political science at the University of Bern. When contacted, he said that he had no specific facts about how often local referendums are instigated by people from outside. But he “could imagine that this is not so rare.” Indeed, according to the political scientist, it is not unusual for matters of countrywide interest to be put to the vote locally. National issues – such as a minimum wage or transparency in political funding – are often “tested” in cantons. The process is often coordinated by nationally organised parties via their cantonal sections. This is not a problem for democracy though, Bühlmann argues. In the case at hand, all the signatures came from Basel residents. “So it is very much the population of the canton that initiated the vote. And this is the only factor that determines whether an issue is put to the vote or not.” You may regard it as a good or a bad thing if the driving force behind a vote comes from the outside, he adds, depending on your view on democratic theory. From the “perspective of participatory democratic theory”, the political scientist concludes, there can never be enough votes and debates on a given topic. Arguably, then, it is only to be welcomed “if stakeholders from outside the canton see to this.” It is unclear whether Bambie Thug and their fans in Ireland and across Europe know that the pop star has become the face of a religiously motivated political campaign. But in any case, the majority of Basel residents were not won over by these arguments. Edited by Giannis Mavris. Adapted from German by Julia Bassam/ac.

Qatar tribune QNA Algiers Qatar, represented by the Ministry of Social Development and Family, participated in the 8th Arab Housing Conference organised by Algeria’s Ministry of Housing, Urban Planning and the City, in cooperation with the Council of Arab Ministers of Housing and Construction at the Arab League, on the sidelines of the 41st session of the Council of Arab Ministers of Housing, which concluded on Thursday. Assistant Undersecretary for Social Development Affairs at the Ministry of Social Development and Family Fahd Mohammed Al Khayarin led Qatar’s delegation at the conference. Held under the theme “Sustainable Urbanism and Construction: Challenges and Promising Hopes”, the conference discussed urban planning mechanisms to achieve resilient and safe cities capable of withstanding and sustainability, in addition to the importance of green buildings, the use of environmentally friendly building materials, the best experiences that can achieve sustainable development and quality of life, and determining standards for decent housing to meet the needs of different segments of society and the role of governments, concerned parties, and the private sector in advancing housing, construction, and building policies. The conference also discussed ways to anticipate the future and keep pace with technological developments in construction, development, and sustainable urban development, in addition to evaluating the implementation of the urban agenda to achieve Sustainable Development Goals (SGDs), especially SDG 11, through comprehensive urban planning. The conference aimed to present common Arab visions to address current and future urban challenges in the Arab world, develop innovative solutions and effective mechanisms, and highlight pioneering experiences and projects in the field of smart and sustainable cities. Copy 20/12/2024 10

CROWN ROYAL JOINS FORCES WITH NATE SMITH AND SCOTTY HASTING TO SUPPORT VETERANS AS THE AWARD-WINNING WHISKY DONATES $50,000 TO CREATIVETS ON COUNTRY MUSIC'S BIGGEST NIGHT

AFL Rookie Draft LIVE: Ex-player lifelines, snubs hoping for second chance - Fox SportsJelly Roll reportedly wants to lose more weight after shedding 100 pounds. According to the latest findings of Life & Style , the singing sensation is adamant that he will lose more weight. However, amid his strict diet, the 39-year-old allows himself to enjoy cheat meals. A source close to the artist weighed in on this approach and shared, “Occasionally, he will splurge but by and large he does good, and people are proud of him.” “He tries so hard,” the tipster continued. They remarked before signing off from the chat, “His chef [Chef Larios] is helping and whipping up healthy versions of his favorite meals, and reminding him, is that second helping worth it?” This report comes after Jelly said in an Instagram video posted last month that “Next year when y’all see me, you won’t recognize me." He also said in the video he shared on his social media, “I’m going to get under a pile of weights in a way that I never had.” The singer's nutrition coach chimed in to show how Jelly Roll is sticking to his weight loss journey while he is also on his Beautifully Broken tour. “We just passed the halfway point of the tour, and Jelly’s been crushing it,” Larios said. “We’re either walking [around] the arena, playing basketball, boxing,” the fitness guru explained, noting, “He just surpassed his 100-pound weight loss.” Larios also shared the singer's pre-show meal which “fuels him before a show.”NATO and Ukraine to hold emergency talks after Russian attack with hypersonic missile