GCL Announces Subsidiary’s Intention to Exercise Right of Compulsory Acquisition in relation to the Offer for Ban Leong Technologies Limited and Subsequent Delisting
- Acquisition of 92.92% ownership provides GCL with full control over Ban Leong's operations
- Expected synergies through economies of scale and improved operational efficiencies
- Potential new revenue streams through B2C sales opportunities in gaming peripherals
- Access to Ban Leong's established distribution infrastructure across Asia
- Opportunity to introduce branded gaming devices pre-installed with GCL titles
- Compulsory acquisition may face resistance from dissenting shareholders
- Integration challenges and costs associated with merging operations
- Comprehensive business review needed before determining optimal strategy
- Delisting from Singapore Stock Exchange reduces liquidity for existing shareholders
Insights
GCL reaching 92.92% ownership of Ban Leong enables compulsory acquisition of remaining shares and delisting, advancing their gaming ecosystem integration strategy.
GCL's acquisition of Ban Leong has reached a critical threshold with 92.92% ownership, triggering the right to compulsorily acquire all remaining shares and subsequently delist the company from the Singapore Stock Exchange. This move represents the final stage in what appears to be a strategic vertical integration play within the gaming ecosystem.
The acquisition strategy reveals GCL's intent to create a more integrated value chain connecting their core gaming content business with Ban Leong's hardware distribution capabilities. The potential synergies identified include operational efficiencies through economies of scale, new revenue streams, and enhanced distribution channels across Asia.
Particularly notable is GCL's stated interest in leveraging Ban Leong's industry relationships and exploring B2C sales opportunities for gaming peripherals that complement GCL's content portfolio. This suggests a strategic pivot toward a more comprehensive gaming ecosystem that spans both software and hardware components.
The planned comprehensive review of Ban Leong's business assets indicates GCL is taking a measured approach to integration, likely to identify and prioritize the most valuable synergies while potentially divesting non-strategic elements. For minority shareholders who haven't yet accepted the offer, the compulsory acquisition process will now be initiated, effectively concluding this transaction.
As of 6.00 p.m. (Singapore time) on June 12, 2025, GCL’s indirect subsidiary, Epicsoft Asia Pte. Ltd. (the “Offeror”) owns, controls, or has agreed to acquire an aggregate of 100,167,499 Shares representing approximately
SINGAPORE, June 12, 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 Offeror has successfully garnered acceptances exceeding
As of 6.00 p.m. (Singapore time) on June 12, 2025, GCL’s indirect subsidiary, the Offeror owns, controls, or has agreed to acquire an aggregate of 100,167,499 Shares representing approximately
Consequently, the Offeror is entitled to, and intends to, exercise its right to compulsorily acquire all the Offer Shares not acquired under the Offer. The Offeror will despatch to the Shareholders who have not accepted the Offer ("Dissenting Shareholders") the relevant documentation in relation to the exercise of its right of compulsory acquisition, together with the prescribed notice under the Companies Act 1967 of Singapore, in due course. Subsequent to such compulsory acquisition, the Offeror will proceed to delist Ban Leong from the Singapore Stock Exchange.
LOOKING AHEAD
As stated in the Offer Document dated May 21, 2025, the acquisition is expected to create potential synergies through economies of scale and improved operational efficiencies. It is also expected to enable new revenue streams, introduce additional sales channels, and enhance both companies’ brand positioning within an integrated gaming ecosystem.
Following the completion of the Offer, GCL will explore opportunities to align with Ban Leong’s marketing and procurement strategies in the consumer electronics and gaming hardware sectors. This may include initiatives such as leveraging Ban Leong’s industry relationships, exploring B2C sales opportunities for gaming peripherals and PC components that complement GCL’s gaming content, and evaluating the feasibility of introducing branded gaming devices pre-installed with GCL titles. GCL and Ban Leong will also assess how the Group’s existing sales and distribution infrastructure across Asia can support the broader commercialisation of GCL’s gaming portfolio. Notwithstanding the foregoing, the Offeror will undertake a comprehensive review of Ban Leong’s businesses and fixed assets to determine the optimal strategy for Ban Leong, post-closing of the Offer.
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 June 12, 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.
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
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 does GCL now own through its subsidiary?
What are the next steps for GCL after acquiring majority control of Ban Leong?
How does GCL plan to create synergies with Ban Leong Technologies?
When was the original offer document for Ban Leong acquisition dated?
What happens to shareholders who haven't accepted GCL's offer for Ban Leong?
