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United States securities and exchange commission logo
January 2, 2024
Jian Tang
Chief Executive Officer
iClick Interactive Asia Group Limited
Prosperity Millennia Plaza
663 King s Road, Quarry Bay
Hong Kong
Re: iClick Interactive
Asia Group Limited
Schedule 13E-3
filed December 19, 2023 by Jian Tang et al.
File No. 005-90348
Dear Jian Tang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
Unless otherwise indicated, all comments below refer to the preliminary
proxy statement.
Schedule 13E-3 filed December 19, 2023
General
1. The Special Factors
section currently begins on page 40 of the proxy statement. Please
relocate to a prominent
position at the forepart of the proxy statement. See Rule 13e-
3(e)(1)(ii).
2. We note the disclosure
on page 51 that [o]n November 24, 2023 the applicable parties
executed and delivered
the Support Agreement. However, certain parties to the
Support Agreement did
not file their respective initial Schedules 13D until December 14
and 15, 2023. In your
response letter, explain why under these facts, these filings were
timely.
Background of the Merger, page 40
Jian Tang
FirstName LastNameJian TangLimited
iClick Interactive Asia Group
Comapany
January NameiClick Interactive Asia Group Limited
2, 2024
January
Page 2 2, 2024 Page 2
FirstName LastName
3. Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require
a filing person
to summarize in considerable detail any reports, whether oral or
written, received from a
third party and materially related to this transaction. This
requirement applies to both
preliminary and final reports. To the extent that different versions
of such reports are
duplicative of earlier versions, your disclosure in the proxy
statement may note this and
summarize the differences. We note the references to the various
Houlihan Lokey
presentations and the various analyses from Houlihan Lokey that were
presented to the
Special Committee on January 20, 2023 through November 3, 2023. For
these and any
other meetings between the Special Committee and its financial
advisor, please file any
written materials, if applicable, as exhibits to the Schedule 13E-3
pursuant to Item 9 of
Schedule 13E-3 and Item 1016(c) of Regulation M- A and expand the
disclosure in the
proxy statement to summarize.
4. We note your disclosure that on August 11, 2023, Houlihan Lokey
reported to the
Special Committee the key items in the August Financial Projections
and explained to the
Special Committee the key changes since the July Financial
Projections. Disclose the
material differences between the July Financial Projections and the
August Financial
Projections.
5. Throughout this section the disclosure alternates between adjusting
and not adjusting
prices to reflect the November 14, 2022 ratio change. For clarity,
please revise to present
such prices consistently.
Position of the Buyer Group as to the Fairness of the Merger, page 60
6. We note that the Buyer Group considered the Houlihan Lokey opinion and
the factors
considered by, and findings of, the Special Committee and the Board.
Note that if any
filing person has based its fairness determination on the analysis of
factors undertaken by
others, such person must expressly adopt this analysis and discussion
as their own in order
to satisfy the disclosure obligation. See Question 20 of Exchange Act
Release No. 34-
17719 (April 13, 1981). Please revise to state, if true, that the
Buyer Group adopted
Houlihan Lokey s analyses, as well as the analyses of the Special
Committee and the
Board, as its own. Alternatively, revise your disclosure to include
disclosure responsive to
Item 1014 of Regulation M-A.
Opinion of the Special Committee's Financial Advisor, page 65
7. We note your disclosure on page 65 that Houlihan Lokey's opinion
addressed "the
fairness, from a financial point of view, of the Per Share Merger
Consideration to be
received by the holders of Shares (other than the Excluded Shares and
the Dissenting
Shares) and the Per ADS Merger Consideration to be received by the
holders of ADSs
(other than ADSs representing the Excluded Shares) in the Merger
pursuant to the Merger
Agreement. Please address how any filing person relying on the
Houlihan Lokey opinion
was able to reach the fairness determination as to unaffiliated
security holders given that
the fairness opinion addressed fairness with respect to unaffiliated
and certain affiliated
Jian Tang
iClick Interactive Asia Group Limited
January 2, 2024
Page 3
security holders together, rather than all security holders
unaffiliated with the Company.
Security Ownership of Certain Beneficial Owners and Management of the Company,
page 124
8. Please state the aggregate number and percentage of subject securities
that are beneficially
owned by each person specified in Instruction C to Schedule 13E-3 for
each filing person
on the Schedule 13E-3. See Item 1008(a) of Regulation M-A.
Where You Can Find More Information, page 130
9. The SEC Reference Room no longer provides a means for stockholders to
access periodic
and current reports; however, those filings are generally available on
the SEC's EDGAR
system. Please revise your disclosure accordingly.
Directors and Executive Officers of Each Filing Person, page E-1
10. We note your disclosure on page E-7 that [d]uring the last five
years, none of the
directors of the Infinity Global Fund SPC has not been convicted
in a criminal
proceeding (emphasis added). Please describe such convictions
and proceedings or
revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Tina
Chalk at 202-551-
3263.
FirstName LastNameJian Tang Sincerely,
Comapany NameiClick Interactive Asia Group Limited
Division of
Corporation Finance
January 2, 2024 Page 3 Office of
Mergers & Acquisitions
FirstName LastName