GCL Announces Close of Subsidiary’s Offer for Ban Leong Technologies Limited with Compulsory Acquisition and Delisting to follow

Rhea-AI Summary

GCL Global Holdings Ltd (NASDAQ: GCL) announced the successful closure of its voluntary unconditional cash offer for Ban Leong Technologies Limited through its indirect subsidiary, Epicsoft Asia Pte. Ltd. The Offeror has secured 96.59% ownership (104,122,998 shares) of Ban Leong's total issued shares.

Notable acceptances include 28.13% of shares from Ban Leong's Managing Director Mr. Teng Woo Boon Ronald and his wife. As public float has fallen below the required 10%, Ban Leong will be suspended from trading on the Singapore Stock Exchange. The Offeror plans to proceed with compulsory acquisition of remaining shares and subsequent delisting from SGX-ST.

Positive

• Secured overwhelming 96.59% ownership of Ban Leong Technologies
• Strong management support with 28.13% shares tendered by Managing Director
• Strategic acquisition strengthens GCL's market position in Singapore

Negative

• Delisting from Singapore Stock Exchange reduces liquidity for remaining shareholders
• Minority shareholders will be forced to sell through compulsory acquisition
• Public float falls below 10% requirement, triggering trading suspension

Insights

M&A Specialist

GCL's subsidiary successfully secured 96.59% of Ban Leong Technologies shares, triggering compulsory acquisition and upcoming delisting from Singapore Exchange.

GCL Global Holdings has successfully concluded its takeover of Ban Leong Technologies Limited through its indirect subsidiary, Epicsoft Asia. The voluntary unconditional cash offer has secured 96.59% of Ban Leong's total issued shares, well beyond the critical threshold required for compulsory acquisition of remaining shares.

Notably, Ban Leong's own Managing Director, Mr. Teng Woo Boon Ronald, and his wife tendered 28.13% of the company's shares, signaling strong internal support for the acquisition. With public float now below the SGX-ST's required 10% minimum, trading of Ban Leong shares will be suspended following the offer's closure.

GCL has explicitly stated it will not take steps to restore the public float, instead exercising its right to compulsorily acquire all remaining shares not tendered during the offer period. This acquisition represents a complete takeover, with Ban Leong set to be delisted from the Singapore Stock Exchange following the compulsory acquisition process.

This transaction consolidates GCL's position in the games and entertainment sector by bringing Ban Leong's technology distribution capabilities under its corporate umbrella. The acquisition appears to have proceeded smoothly with strong acceptance from major shareholders, suggesting alignment between both companies' leadership regarding the transaction's value proposition.

As of 5:30 p.m. (Singapore time) on July 02, 2025, the offer has closed and GCL’s indirect subsidiary, Epicsoft Asia Pte. Ltd. (the “Offeror”) owns, controls, or has agreed to acquire an aggregate of 104,122,998 Shares representing approximately 96.59% of the total number of issued Shares of Ban Leong Technologies Limited.

SINGAPORE , July 02, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL”), a leading provider of games and entertainment and the indirect parent company of the Offeror, today announced that the voluntary unconditional cash offer for Ban Leong Technologies Limited (“Ban Leong”) has closed and any acceptances received after the close of the offer will be rejected.

To date, the Offeror has received valid acceptances in respect of 104,122,998 Shares, representing approximately 96.59% of the total number of issued Shares¹. These acceptances include an aggregate of 30,318,400 Shares (representing approximately 28.13% of the total number of issued Shares) tendered in acceptance of the offer by Mr. Teng Woo Boon Ronald, the Managing Director of the Company and his wife, Ms. Teo Su Ching.

The Offeror now owns, controls, or has agreed to acquire an aggregate of 104,122,998 Shares representing approximately 96.59% of the total number of issued Shares of Ban Leong.

As the percentage of the total number of issued Shares (excluding Shares held in treasury) held in public hands has fallen below 10% (the "Free Float Requirement") as required by the Singapore Exchange Securities Trading Limited (“SGX-ST” or the “Singapore Stock Exchange”), the Singapore Stock Exchange will suspend trading of the Shares at the close of the offer. As previously announced, the Offeror has no intention to support any action or take any steps for any such trading suspension by the SGX-ST to be lifted or to restore the public float. Instead, the Offeror intends to exercise its right to compulsorily acquire all the offer shares not acquired under the offer. Following such compulsory acquisition, the Offeror will proceed to delist Ban Leong from the Singapore Stock Exchange.

This press release should be read in conjunction with the full text of the announcement filed by the Company on a Form 6-K, on July 02, 2025, available on the Securities and Exchange Commission (“SEC”) website at www.sec.gov.

No Offer or Solicitation

This news release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

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¹ Unless otherwise stated, references in this Announcement to the total number of issued Shares shall be based on a total of 107,796,700 Shares in issue (excluding 8,703,300 treasury shares and 681,818 returned shares) as at the date of this Announcement. Percentage figures have been rounded to the nearest two (2) decimal places.

About GCL Global Holdings Ltd.

GCL Global Holdings Ltd. leverages its diverse portfolio of digital and physical content to bridge cultures and audiences by introducing Asian-developed IP to a global audience across consoles, PCs, and streaming platforms.

Learn more at http://www.gclglobalholdings.com.

About GCL Global Pte. Ltd.

GCL Global Pte. Ltd. (“GGPL”) unites people through immersive games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market. It is an indirect wholly-owned subsidiary of GCL Global Holdings Ltd.

About Epicsoft Asia Pte. Ltd.

Epicsoft Asia Pte. Ltd. (“Epicsoft Asia”), a wholly-owned subsidiary of GCL Global Pte. Ltd., is a premier distributor of interactive entertainment software. With a robust network and a proven track record of successful game launches, Epicsoft Asia is dedicated to bringing premier gaming experiences to players across Taiwan, Hong Kong, and Southeast Asia.

About Ban Leong Technologies Limited

Ban Leong Technologies was incorporated in Singapore on 18 June 1993 and was listed on the Main Board of the Singapore Stock Exchange on 23 June 2005. The principal activities of the company and its subsidiaries are the wholesale and distribution of computer peripherals, accessories and other multimedia products. It distributes a wide range of technology products, with key segments that include IT accessories, gaming, multimedia, smart technology and commercial products. The company is headquartered in Singapore with regional offices in Malaysia and Thailand.

Forward-Looking Statements

This press release includes “forward-looking statements” made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of the Company, GCL’s ability to scale and grow its business, the advantages and expected growth of the Company, and the Company’s ability to source and retain talent. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GCL’s management and are not predictions of actual performance.

These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the proxy statement/prospectus included in the Registration Statement relating to the recent business combination, filed by the Company with the SEC on December 31, 2024 and other documents filed by the Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by law, GCL does not undertake any duty to update these forward-looking statements.

GCL Investor Relations:
Crocker Coulson
crocker.coulson@aummedia.org
(646) 652-7185

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Directors’ Responsibility Statement pursuant to the Singapore Code on Take-overs and Mergers

The sole director of the Offeror and the directors of GGPL (including those who may have delegated detailed supervision of the preparation of this press release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this press release are fair and accurate and that there are no other material facts not contained in this press release, the omission of which would make any statement in this press release misleading, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from Ban Leong (including without limitation, relating to Ban Leong and its subsidiaries), the sole responsibility of the sole director of the Offeror and the directors of GGPL has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this press release.

FAQ

What percentage of Ban Leong Technologies shares did GCL acquire in the offer?

GCL's subsidiary acquired 96.59% of Ban Leong's total issued shares, representing 104,122,998 shares.

Why will Ban Leong Technologies be delisted from SGX?

Ban Leong will be delisted because the public float fell below the required 10% threshold, and GCL intends to proceed with compulsory acquisition of remaining shares.

How many shares did Ban Leong's Managing Director tender in the offer?

Managing Director Mr. Teng Woo Boon Ronald and his wife tendered 30,318,400 shares, representing approximately 28.13% of total issued shares.

What happens to minority shareholders of Ban Leong Technologies after the offer?

Minority shareholders will be subject to compulsory acquisition of their shares by GCL's subsidiary, as the company proceeds with delisting from SGX-ST.

When did GCL's offer for Ban Leong Technologies close?

The offer closed at 5:30 p.m. (Singapore time) on July 02, 2025, after which any further acceptances will be rejected.