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Longtime Tesla investor Ross Gerber on why Musk's ties to Trump might not boost the EV makerVertigo3d The recent market melt-up may make it seems as if deals are harder to come by. For one thing, pricey stocks have become even more expensive and even value names in the MLP segment like Enterprise Products Partners ( Read The Full Report on iREIT+Hoya iREIT+HOYA Capital is the premier income-focused investing service on Seeking Alpha. Our focus is on income-producing asset classes that offer the opportunity for sustainable portfolio income , diversification , and inflation hedging . Get started with a Free Two-Week Trial and take a look at our top ideas across our exclusive income-focused portfolios. With a focus on REITs, ETFs, Preferreds, and 'Dividend Champions' across asset classes, members gain complete access to our research and our suite of trackers and portfolios targeting premium dividend yields up to 10%. I am Gen Alpha. I have more than 14 years of investment experience, and an MBA in Finance. I focus on stocks that are more defensive in nature, with a medium- to long-term horizon. I provide high-yield, dividend growth investment ideas in the investing group iREIT®+HOYA Capital . The group helps investors achieve dependable monthly income, portfolio diversification, and inflation hedging. It provides investment research on REITs, ETFs, closed-end funds, preferreds, and dividend champions across asset classes. It offers income-focused portfolios targeting dividend yields up to 10%. Learn more . Analyst’s Disclosure: I/we have a beneficial long position in the shares of OBDC either through stock ownership, options, or other derivatives. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article. I am not an investment advisor. This article is for informational purposes and does not constitute as financial advice. Readers are encouraged and expected to perform due diligence and draw their own conclusions prior to making any investment decisions. Seeking Alpha's Disclosure: Past performance is no guarantee of future results. No recommendation or advice is being given as to whether any investment is suitable for a particular investor. Any views or opinions expressed above may not reflect those of Seeking Alpha as a whole. Seeking Alpha is not a licensed securities dealer, broker or US investment adviser or investment bank. Our analysts are third party authors that include both professional investors and individual investors who may not be licensed or certified by any institute or regulatory body.
BROOKLYN, N.Y. — As Jamahl Mosley has continued to adjust Orlando ‘s lineups in the absence of Paolo Banchero , the Magic coach has seemingly found one that thrives on both ends of the court. It’s who the Magic have started the last two games, including Friday night against the Nets at Barclays Center: Jalen Suggs, Kentavious Caldwell-Pope, Franz Wagner, Wendell Carter Jr. and Goga Bitadze. It’s also a group that wasn’t possible to put on the floor when Carter missed 12 games in a row due to left foot plantar fasciitis. But until Banchero (torn right abdominal muscle) returns to the court, it’s a lineup that allows the Magic to spread the floor on offense, attack the paint and impose their will on defense. “It’s kind of hard to score on that,” said Caldwell-Pope said of Orlando’s newest starting lineup after the Magic’s fifth win in a row and their 11th in the past 12 games Friday. At 6-foot-5, he and Suggs are technically the shortest players amongst the lengthy group that includes the 6-10 Wagner, 6-10 Carter and 6-11 Bitadze. “When you’ve got me, Suggs, [and] Franz guarding the wings, and then if you get past us, you’ve got two big guys down there,” Caldwell-Pope said. He described Carter and Bitadze as shot-blockers who can also change a lot of shots and clean up the glass for Orlando (14-7). “They’re getting rebounds for us and that’s when we get out and push in transition; what we’re starting to get better at,” the veteran guard said of Orlando’s two big men. And Caldwell-Pope is right. The lineup of Suggs, Caldwell-Pope, Wagner, Carter and Bitadze has allowed zero offensive boards to opponents in the two games they’ve played together, according to NBA.com . As an entire team, the Magic outrebounded the Nets 40-35, which included an 11-5 advantage on offensive boards. They added 13 blocks (5 of which came from Bitadze) and 13 steals. By the end of the night, Orlando had scored 34 points of 20 Brooklyn turnovers. Beede’s Breakdown: How Magic’s 3s powered NBA Cup win at Nets “It’s working,” Bitadze told reporters in the locker room about playing alongside Carter. “We’re locking it up. Teams are really struggling to score against us, so I guess we are playing good defense.” The advanced numbers back up his claim. Among the six Magic lineups that have played at least 29 minutes together, the quintet of Suggs, Caldwell-Pope, Wagner, Carter and Bitadze has a team-best net-rating at plus-48.3, according to NBA.com. That’s thanks to not only a solid 98.3 defensive rating but also an impressive 146.6 offensive rating. While still a small sample size, it’s noteworthy for a new starting lineup from the Magic. “I’m sure it’s an adjustment for them two as well, but I feel like they’re doing a great job,” Wagner said of the Carter-Bitadze duo. “Obviously, it requires a little bit of communication [with] guys playing out of their position, especially Wendell. “But I feel like Wendell’s doing a great job of finding his way back into things,” he added. As Bitadze has found success in the paint on offense, it’s been Carter who helps out on the perimeter on offense. They’re also both capable passers, with Carter dishing out 4 assists vs. Brooklyn and Bitadze 3. Although he only made his lone 3-point attempt vs. Brooklyn, Carter’s presence alone impacts Caldwell-Pope, Suggs and Wagner, a trio that shot 9 of 17 (53%) from distance on Friday. “I haven’t been shooting it well, so he can spread the floor and we crash the glass and dominate the glass inside with me and him, too,” Bitadze said about playing alongside Carter. “Defensively as well, we’re a force, so it’s easy.” Added Carter about the duo after practice Saturday: “It’s not really an adjustment. We’re both defensive-minded players and we take a lot of pride on the defensive end. Playing with Goga, if anything it makes a lot easier on that end.” But the Magic aren’t satisfied. They know the work continues through the long haul after just a quarter of the way through the season and entering a Sunday afternoon re-match against the Nets (9-11). Gary Harris (left hamstring strain) will miss his third consecutive contest against Brooklyn. “We can do even better than this,” Bitadze said. “We always expect the best and not let other teams score at all. We would love that — not to let them score. But it’s been working well.” The Magic also understand and appreciate the job done by Mosley since Banchero went down Oct. 30 at Chicago. Orlando has gone 11-5 in the time Banchero has missed. “Shoutout to Mosley for keeping us together,” Bitadze said of his coach. “To really focus on defense is hard in this league, and that’s what we’ve done. We’re winning games; we’re trusting our defense. So it’s working well. “We’ve got to keep trusting.” Jason Beede can be reached at jbeede@orlandosentinel.com Up next ... Magic at Nets When: 3:30, Sunday, Barclays Center TV: FanDuel Sports Network Florida
The Inner Circle acknowledges, Rene Bendana as an Inner Circle LifetimeGREEN LAKE, Wis. (AP) — A Wisconsin man who faked his own drowning this summer and left his wife and three children has been located in Eastern Europe and is communicating with law enforcement, but he has not committed to returning home, authorities said. Ryan Borgwardt began communicating with authorities Nov. 11, after they tracked him down, Green Lake County Sheriff Mark Podoll said Thursday. The sheriff showed a video that Borgwardt sent police that day from an undisclosed location. The sheriff said no charges have been filed and that he doesn't think they will be necessary while authorities “keep pulling at his heartstrings” to come home. Here are some things to know about Borgwardt and his disappearance: Borgwardt, who is in his mid-40s, lived with his wife and children in Watertown, a city of about 23,000 people northwest of Milwaukee that is known for its German heritage, parochial schools and two dams on the Rock River. The sheriff has said his department was told Aug. 12 that Borgwardt had not been heard from since the previous day, when he traveled about 50 miles (80 kilometers) from home to Green Lake to go kayaking. Borgwardt’s wife said he texted her at 10:49 p.m. to say he was heading to shore. Deputies found Borgwardt’s vehicle and trailer near Green Lake. His kayak was discovered on the lake, overturned and with a life jacket attached to it, in an area where the water is about 200 feet (60 meters) deep. An angler later found Borgwardt’s fishing rod. The search for his body continued for more than 50 days, with divers scouring the lake on several occasions. Clues — including that he reported his passport lost or stolen and obtained a new one a few months before he disappeared — led investigators to speculate that he made it appear that he had drowned to go meet a woman he had been communicating with in the Central Asian country of Uzbekistan. Podoll declined to comment when asked what he knew about the woman, but he said law enforcement contacted Borgwardt “through a female that spoke Russian.” His identity was confirmed through asking him questions that the sheriff said only Borgwardt would know and by a video he made and sent them Nov. 11. He has spoken with someone from the sheriff's department almost daily since. However Podoll said Thursday that Borgwardt's exact location in Eastern Europe was not known. Podoll said Chief Deputy Matt Vande Kolk has been the one communicating with Borgwardt and their conversations have all taken place via email. Vande Kolk told The Associated Press in an email Friday that authorities are trying to determine Borgwardt's exact location. But that might not be easy even with modern surveillance technology. Scott Shackelford, executive director of the Center for Applied Cybersecurity Research at Indiana University, said authorities should be able to locate Borgwardt through his device's internet protocol address, a unique number assigned to every device connected to the internet. But he said it's very easy to mask an IP address and make it appear as if the device is in one country when it's really in another. Software exists that can route your IP address across the globe, Shackelford said. Police may not have the expertise, the manpower or any interest in digging through multiple layers of cyber deception, he said. Wearing an orange T-shirt, Borgwardt, unsmiling, looks directly at the camera, apparently filmed on a cellphone. Borgwardt says he is in his apartment and briefly pans the camera, but mostly shows a door and bare walls. “I’m safe and secure, no problem,” he says. Borgwardt has told authorities he overturned his kayak on the lake, dumped his phone in it and paddled an inflatable boat to shore. He told authorities he chose Green Lake because it is Wisconsin's deepest at 237 feet (over 72 meters). He then rode an electric bike stashed by a boat launch about 70 miles (110 kilometers) through the night to Madison, the sheriff said. From there, by Borgwardt's account, he traveled by bus to Detroit and then Canada, where he boarded a plane. Police are still verifying Borgwardt’s description of what happened, Podoll said. Borgwardt faked his death and fled because of “personal matters,” thinking it was the right thing to do, the sheriff said. Investigators found that he took out a $375,000 life insurance policy in January for his family. “He was just going to try and make things better in his mind, and this was the way it was going to be,” Podoll said. Borgwardt has not yet decided to return home, and if he does it will be of his own free will, according to Podoll. Deputies are stressing to him the importance of returning home and cleaning up the mess he made. The sheriff suggested that Borgwardt could be charged with obstructing the investigation into his disappearance, but so far no counts have been filed. The search for Borgwardt, which lasted more than a month, is said to have cost at least $35,000. Borgwardt told authorities that he did not expect the search to last more than two weeks, Podoll said, and his biggest concern is how the community will react to him if he returns. This story was updated to correct the spelling of Scott Shackelford’s last name, which had been misspelled “Shackleford.” Copyright 2024 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed without permission. Receive the latest in local entertainment news in your inbox weekly!
HIV: there’s hope for a cure - where we stand nowBy JILL COLVIN and STEPHEN GROVES WASHINGTON (AP) — After several weeks working mostly behind closed doors, Vice President-elect JD Vance returned to Capitol Hill this week in a new, more visible role: Helping Donald Trump try to get his most contentious Cabinet picks to confirmation in the Senate, where Vance has served for the last two years. Vance arrived at the Capitol on Wednesday with former Rep. Matt Gaetz and spent the morning sitting in on meetings between Trump’s choice for attorney general and key Republicans, including members of the Senate Judiciary Committee. The effort was for naught: Gaetz announced a day later that he was withdrawing his name amid scrutiny over sex trafficking allegations and the reality that he was unlikely to be confirmed. Thursday morning Vance was back, this time accompanying Pete Hegseth, the “Fox & Friends Weekend” host whom Trump has tapped to be the next secretary of defense. Hegseth also has faced allegations of sexual assault that he denies. Vance is expected to accompany other nominees for meetings in coming weeks as he tries to leverage the two years he has spent in the Senate to help push through Trump’s picks. Vice President-elect JD Vance, still a Republican senator from Ohio, walks from a private meeting with President-elect Donald Trump’s nominee to be attorney general, former Rep. Matt Gaetz, R-Fla., at the Capitol in Washington, Wednesday, Nov. 20, 2024. (AP Photo/J. Scott Applewhite) President-elect Donald Trump’s nominee to be attorney general, former Rep. Matt Gaetz, R-Fla., center, and Vice President-elect JD Vance, left, walk out of a meeting with Republican Senate Judiciary Committee members, at the Capitol in Washington, Wednesday, Nov. 20, 2024. (AP Photo/Ben Curtis) FILE – Sen. JD Vance, R-Ohio, departs the chamber at the Capitol in Washington, March 15, 2023. (AP Photo/J. Scott Applewhite, File) FILE – Sen. JD Vance, R-Ohio, center speaks during a Senate Banking Committee hearing on Capitol Hill in Washington, March 7, 2023. (AP Photo/Andrew Harnik, File) FILE – Sen. JD Vance, R-Ohio, right, speaks with Sen. Sherrod Brown, D-Ohio, before testifying at a hearing, March 9, 2023, in Washington. (AP Photo/Kevin Wolf, File) FILE – Sen. JD Vance, R-Ohio, arrives for a classified briefing on China, at the Capitol in Washington, Feb. 15, 2023. (AP Photo/J. Scott Applewhite, File) FILE – Sen. JD Vance, R-Ohio, arrives for a vote on Capitol Hill, Sept. 12, 2023 in Washington. (AP Photo/Mark Schiefelbein, File) FILE – Sen. JD Vance R-Ohio speaks during a news conference on Capitol Hill in Washington, Feb. 6, 2024. (AP Photo/Jose Luis Magana, File) Vice President-elect JD Vance, still a Republican senator from Ohio, walks from a private meeting with President-elect Donald Trump’s nominee to be attorney general, former Rep. Matt Gaetz, R-Fla., at the Capitol in Washington, Wednesday, Nov. 20, 2024. (AP Photo/J. Scott Applewhite) The role of introducing nominees around Capitol Hill is an unusual one for a vice president-elect. Usually the job goes to a former senator who has close relationships on the Hill, or a more junior aide. But this time the role fits Vance, said Marc Short, who served as Trump’s first director of legislative affairs as well as chief of staff to Trump’s first vice president, Mike Pence, who spent more than a decade in Congress and led the former president’s transition ahead of his first term. ”JD probably has a lot of current allies in the Senate and so it makes sense to have him utilized in that capacity,” Short said. Unlike the first Trump transition, which played out before cameras at Trump Tower in New York and at the president-elect’s golf club in Bedminster, New Jersey, this one has largely happened behind closed doors in Palm Beach, Florida. There, a small group of officials and aides meet daily at Trump’s Mar-a-Lago resort to run through possible contenders and interview job candidates. The group includes Elon Musk, the billionaire who has spent so much time at the club that Trump has joked he can’t get rid of him. Vance has been a constant presence, even as he’s kept a lower profile. The Ohio senator has spent much of the last two weeks in Palm Beach, according to people familiar with his plans, playing an active role in the transition, on which he serves as honorary chair. Vance has been staying at a cottage on the property of the gilded club, where rooms are adorned with cherubs, oriental rugs and intricate golden inlays. It’s a world away from the famously hardscrabble upbringing that Vance documented in the memoir that made him famous, “Hillbilly Elegy.” His young children have also joined him at Mar-a-Lago, at times. Vance was photographed in shorts and a polo shirt playing with his kids on the seawall of the property with a large palm frond, a U.S. Secret Service robotic security dog in the distance. Related Articles On the rare days when he is not in Palm Beach, Vance has been joining the sessions remotely via Zoom. Though he has taken a break from TV interviews after months of constant appearances, Vance has been active in the meetings, which began immediately after the election and include interviews and as well as presentations on candidates’ pluses and minuses. Among those interviewed: Contenders to replace FBI Director Christopher Wray , as Vance wrote in a since-deleted social media post. Defending himself from criticism that he’d missed a Senate vote in which one of President Joe Biden’s judicial nominees was confirmed, Vance wrote that he was meeting at the time “with President Trump to interview multiple positions for our government, including for FBI Director.” “I tend to think it’s more important to get an FBI director who will dismantle the deep state than it is for Republicans to lose a vote 49-46 rather than 49-45,” Vance added on X. “But that’s just me.” While Vance did not come in to the transition with a list of people he wanted to see in specific roles, he and his friend, Trump’s eldest son, Donald Trump Jr., who is also a member of the transition team, were eager to see former Democratic Rep. Tulsi Gabbard and Robert F. Kennedy Jr. find roles in the administration. Trump ended up selecting Gabbard as the next director of national intelligence , a powerful position that sits atop the nation’s spy agencies and acts as the president’s top intelligence adviser. And he chose Kennedy to lead the Department of Health and Human Services , a massive agency that oversees everything from drug and food safety to Medicare and Medicaid. Vance was also a big booster of Tom Homan, the former acting director of Immigration and Customs Enforcement, who will serve as Trump’s “border czar.” In another sign of Vance’s influence, James Braid, a top aide to the senator, is expected to serve as Trump’s legislative affairs director. Allies say it’s too early to discuss what portfolio Vance might take on in the White House. While he gravitates to issues like trade, immigration and tech policy, Vance sees his role as doing whatever Trump needs. Vance was spotted days after the election giving his son’s Boy Scout troop a tour of the Capitol and was there the day of leadership elections. He returned in earnest this week, first with Gaetz — arguably Trump’s most divisive pick — and then Hegseth, who has was been accused of sexually assaulting a woman in 2017, according to an investigative report made public this week. Hegseth told police at the time that the encounter had been consensual and denied any wrongdoing. Vance hosted Hegseth in his Senate office as GOP senators, including those who sit on the Senate Armed Services Committee, filtered in to meet with the nominee for defense secretary. While a president’s nominees usually visit individual senators’ offices, meeting them on their own turf, the freshman senator — who is accompanied everywhere by a large Secret Service detail that makes moving around more unwieldy — instead brought Gaetz to a room in the Capitol on Wednesday and Hegseth to his office on Thursday. Senators came to them. Vance made it to votes Wednesday and Thursday, but missed others on Thursday afternoon. Vance is expected to continue to leverage his relationships in the Senate after Trump takes office. But many Republicans there have longer relationships with Trump himself. Sen. Kevin Cramer, a North Dakota Republican, said that Trump was often the first person to call him back when he was trying to reach high-level White House officials during Trump’s first term. “He has the most active Rolodex of just about anybody I’ve ever known,” Cramer said, adding that Vance would make a good addition. “They’ll divide names up by who has the most persuasion here,” Cramer said, but added, “Whoever his liaison is will not work as hard at it as he will.” Cramer was complimentary of the Ohio senator, saying he was “pleasant” and ” interesting” to be around. ′′He doesn’t have the long relationships,” he said. “But we all like people that have done what we’ve done. I mean, that’s sort of a natural kinship, just probably not as personally tied.” Under the Constitution, Vance will also have a role presiding over the Senate and breaking tie votes. But he’s not likely to be needed for that as often as was Kamala Harris, who broke a record number of ties for Democrats as vice president, since Republicans will have a bigger cushion in the chamber next year. Colvin reported from New York. Associated Press writer Mary Clare Jalonick contributed to this report.
SINGAPORE , 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. SOURCE Amber GroupCOLUMBUS, Ohio (AP) — Dominic Zvada kicked a 21-yard field goal with 45 seconds left and Michigan stunned No. 2 Ohio State 13-10 on Saturday, likely ending the Buckeyes ’ hopes of returning to the Big Ten title game. Kalel Mullings broke away for a 27-yard run, setting up the Wolverines (7-5, 5-4) at Ohio State's 17-yard line with two minutes remaining in the game. The drive stalled at the 3, and Zvada came on for the chip shot. Ohio State (10-2, 7-2, No. 2 CFP) got the ball back but couldn't move it, with Will Howard throwing incomplete on fourth down to seal the Wolverines' fourth straight win over their bitter rival. “You come to Michigan to play this game,” Zvada said. “So, it's the biggest one of the year. It's the one that everyone looks forward to, and to be able to come in here and take the win, it's amazing.” This Ohio State loss in the “The Game” might have been the toughest of the past four because Michigan was unranked and wrapping up a disappointing season. The Wolverines were also playing without a couple of top players: tight end Colston Loveland and cornerback Will Johnson. The Buckeyes were favored by 21 points, the widest point spread for this rivalry since 1978, according to ESPN Stats and Info. Records — and point spreads, for that matter — rarely mean much when these two teams meet. “Our defense played outstanding," Michigan coach Sherrone Moore said. "We held a high-powered offense to 10 points, 77 rushing yards.” The Buckeyes were off all afternoon. Howard was 19 for 33 for 175 yards with one touchdown and two interceptions and Jayden Fielding missed two field-goal attempts. The run game was hardly there. “It's hard, man,” an emotional Howard said. “I really don’t have much right now. I do know we're a two-loss team. We're going to get into the playoffs and make a run. But, I mean, this one hurts.” Mullings was Michigan's primary weapon. He rushed for 116 yards and the Wolverines only touchdown of the game in the first half as neither team could get much going offensively on the frigid afternoon. “They made plays, we made plays, so as the game wore on you could definitely, slowly feel them starting to lose confidence, lose that energy and lose that faith,” Mullings said. Howard was clunky all day. In the first half he threw an interception from deep in his own territory that led to Michigan's touchdown. He went out for a play in the second quarter to be checked for a head injury. After the game, he said he was fine. “We're very disappointed, and never thought this would happen right here,” Ohio State coach Ryan Day said. “We expected to win this game and go play in the Big Ten championship game.” After the game, Michigan players attempted to plant their flag at midfield and were confronted by Ohio State players. A skirmish ensued as both teams pushed and shoved before being separated. Michigan: Did just enough and caught Ohio State on an off day. Ohio State: It's inexplicable how badly the Buckeyes played in their biggest game of the season. They would need No. 4 Penn State and No. 10 Indiana to lose later Saturday in order to make it into the Big Ten title game next week. There has been talk all season about how many of the Ohio State team leaders, including receiver Emeka Egbuka, running back TreVeyon Henderson and defensive end Jack Sawyer, chose to return for another year instead of entering the NFL draft because they wanted to beat Michigan at least once. Those players were inconsolable after the game. One of them, linebacker Cody Simon, was asked how he felt. “I just can't speak that right now,” Simon said. “I feel like we let the whole Buckeye nation down.” Michigan will wait for a minor bowl game. Ohio State, assuming either Penn State or Indiana wins on Saturday, will see how the final College Football Playoff rankings shakeout on Dec. 8. AP college football: https://apnews.com/hub/ap-top-25-college-football-poll and https://apnews.com/hub/college-football . Sign up for the AP’s college football newsletter: https://apnews.com/cfbtop25
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