GCL Announces Voluntary Conditional Cash Offer for Ban Leong Technologies Limited at S$0.6029 per Share
GCL Global Holdings has announced a voluntary conditional cash offer to acquire Ban Leong Technologies at S$0.6029 per share through its subsidiary Epicsoft Asia. The offer represents a premium of 60.8% over Ban Leong's last trading price.
Ban Leong, a leading Singapore-based distributor of computer hardware and IT accessories, brings 30+ years of experience and partnerships with over 50 major brands including Razer, Nvidia, and Samsung. The acquisition aims to:
- Expand GCL's gaming hardware offerings
- Introduce branded gaming laptops pre-installed with GCL games
- Leverage Ban Leong's Asian distribution network
- Capitalize on rising demand for gaming and AI chipsets
The transaction, financed through HSBC and cash reserves, is expected to positively impact GCL's adjusted EBITDA. Ban Leong's key shareholders, holding 28.13% of shares, have provided irrevocable undertakings to accept the offer.
GCL Global Holdings ha annunciato un'offerta pubblica volontaria condizionata per acquisire Ban Leong Technologies al prezzo di S$0,6029 per azione tramite la sua controllata Epicsoft Asia. L'offerta rappresenta un premio del 60,8% rispetto all'ultimo prezzo di negoziazione di Ban Leong.
Ban Leong, distributore leader a Singapore di hardware per computer e accessori IT, vanta oltre 30 anni di esperienza e collaborazioni con più di 50 marchi importanti come Razer, Nvidia e Samsung. L'acquisizione ha l'obiettivo di:
- Ampliare l'offerta di hardware per gaming di GCL
- Introdurre laptop da gaming brandizzati con giochi preinstallati di GCL
- Sfruttare la rete di distribuzione asiatica di Ban Leong
- Capitalizzare sulla crescente domanda di chip per gaming e AI
La transazione, finanziata tramite HSBC e riserve di cassa, è prevista avere un impatto positivo sull'EBITDA rettificato di GCL. I principali azionisti di Ban Leong, che detengono il 28,13% delle azioni, hanno fornito impegni irrevocabili ad accettare l'offerta.
GCL Global Holdings ha anunciado una oferta pública voluntaria condicional para adquirir Ban Leong Technologies a S$0,6029 por acción a través de su subsidiaria Epicsoft Asia. La oferta representa una prima del 60,8% sobre el último precio de negociación de Ban Leong.
Ban Leong, un distribuidor líder con sede en Singapur de hardware informático y accesorios de TI, cuenta con más de 30 años de experiencia y asociaciones con más de 50 marcas importantes, incluyendo Razer, Nvidia y Samsung. La adquisición tiene como objetivos:
- Ampliar la oferta de hardware para juegos de GCL
- Introducir laptops para juegos de marca con juegos de GCL preinstalados
- Aprovechar la red de distribución asiática de Ban Leong
- Capitalizar la creciente demanda de chipsets para juegos e IA
La transacción, financiada a través de HSBC y reservas de efectivo, se espera que impacte positivamente en el EBITDA ajustado de GCL. Los principales accionistas de Ban Leong, que poseen el 28,13% de las acciones, han dado compromisos irrevocables para aceptar la oferta.
GCL Global Holdings는 자회사 Epicsoft Asia를 통해 주당 S$0.6029에 Ban Leong Technologies를 인수하기 위한 자발적 조건부 현금 공개 매수를 발표했습니다. 이번 제안은 Ban Leong의 마지막 거래 가격 대비 60.8%의 프리미엄을 나타냅니다.
Ban Leong은 싱가포르에 본사를 둔 컴퓨터 하드웨어 및 IT 액세서리 유통업체로 30년 이상의 경험과 Razer, Nvidia, Samsung 등 50개 이상의 주요 브랜드와의 파트너십을 보유하고 있습니다. 이번 인수의 목적은 다음과 같습니다:
- GCL의 게임 하드웨어 제품군 확장
- GCL 게임이 사전 설치된 브랜드 게임용 노트북 도입
- Ban Leong의 아시아 유통망 활용
- 게임 및 AI 칩셋 수요 증가 활용
이번 거래는 HSBC와 현금 보유고를 통해 자금 조달되며, GCL의 조정 EBITDA에 긍정적인 영향을 미칠 것으로 예상됩니다. Ban Leong의 주요 주주들은 전체 주식의 28.13%를 보유하고 있으며, 이번 제안을 수락하겠다는 취소 불가능한 약속을 제공했습니다.
GCL Global Holdings a annoncé une offre publique volontaire conditionnelle en numéraire pour acquérir Ban Leong Technologies au prix de 0,6029 S$ par action via sa filiale Epicsoft Asia. Cette offre représente une prime de 60,8 % par rapport au dernier cours de Ban Leong.
Ban Leong, un distributeur majeur basé à Singapour de matériel informatique et d'accessoires IT, possède plus de 30 ans d'expérience et des partenariats avec plus de 50 grandes marques telles que Razer, Nvidia et Samsung. L'acquisition vise à :
- Élargir l'offre de matériel gaming de GCL
- Introduire des ordinateurs portables gaming de marque avec des jeux GCL préinstallés
- Exploiter le réseau de distribution asiatique de Ban Leong
- Profiter de la demande croissante pour les chipsets gaming et IA
La transaction, financée par HSBC et les réserves de trésorerie, devrait avoir un impact positif sur l'EBITDA ajusté de GCL. Les principaux actionnaires de Ban Leong, détenant 28,13 % des actions, ont donné des engagements irrévocables d'accepter l'offre.
GCL Global Holdings hat ein freiwilliges bedingtes Barangebot zum Erwerb von Ban Leong Technologies zu einem Preis von S$0,6029 pro Aktie über seine Tochtergesellschaft Epicsoft Asia angekündigt. Das Angebot stellt eine Prämie von 60,8 % auf den letzten Handelspreis von Ban Leong dar.
Ban Leong, ein führender in Singapur ansässiger Distributor von Computerhardware und IT-Zubehör, verfügt über mehr als 30 Jahre Erfahrung und Partnerschaften mit über 50 bedeutenden Marken, darunter Razer, Nvidia und Samsung. Die Übernahme zielt darauf ab:
- GCLs Angebot an Gaming-Hardware zu erweitern
- Markengebundene Gaming-Laptops mit vorinstallierten GCL-Spielen einzuführen
- Das asiatische Vertriebsnetzwerk von Ban Leong zu nutzen
- Von der steigenden Nachfrage nach Gaming- und KI-Chipsätzen zu profitieren
Die Transaktion, die über HSBC und Barreserven finanziert wird, soll sich positiv auf das bereinigte EBITDA von GCL auswirken. Die wichtigsten Aktionäre von Ban Leong, die 28,13 % der Aktien halten, haben unwiderrufliche Zusagen zur Annahme des Angebots abgegeben.
- Offer price of S$0.6029 represents highest trading price since Ban Leong's 2005 listing
- 60.8% premium over last trading price offers significant value to shareholders
- Already secured 28.13% shareholder commitment through irrevocable undertakings
- Expected to have positive impact on GCL's adjusted EBITDA
- Ban Leong's revenue was S$208M for FY2024, indicating strong business performance
- Strategic expansion into hardware distribution with 50+ authorized brand partnerships
- Secured financing through HSBC term loan facility, showing deal credibility
- Minimum 50% acceptance condition must be met for deal completion
- Potential delisting from SGX-ST if minimum free float requirements not met
- No intention to increase offer price despite potential competing offers
- Additional debt burden through HSBC loan facility for acquisition financing
Insights
GCL's acquisition of Ban Leong at premium valuation strategically expands their gaming ecosystem while being immediately EBITDA-accretive.
GCL's offer of
The transaction structure is noteworthy - GCL has secured both acquisition financing through a term loan facility from HSBC and has already obtained irrevocable undertakings from Ban Leong's Managing Director and his wife for
The 90% compulsory acquisition threshold is significant as it provides GCL with a clear mechanism to obtain complete ownership and potentially delist Ban Leong, eliminating public company compliance costs and facilitating full integration of operations.
GCL's acquisition creates powerful vertical integration in gaming, connecting content creation with hardware distribution across Asia.
This acquisition represents sophisticated vertical integration in the gaming ecosystem. By acquiring Ban Leong, a distributor with relationships with over 50 premium technology brands including Razer, Nvidia, and Samsung, GCL gains critical distribution infrastructure across Singapore, Malaysia, and Thailand.
The strategic rationale centers on four key capabilities: 1) leveraging Ban Leong's partnerships with graphics card manufacturers amid rising demand for high-performance AI and gaming chips, 2) creating custom gaming hardware bundled with GCL's digital content, 3) introducing branded gaming laptops and consoles pre-installed with GCL games, and 4) expanding GCL's distribution footprint throughout Asia.
This move positions GCL to capitalize on the convergence of gaming and AI hardware advancements. By controlling both content and distribution channels, GCL can create more seamless, integrated experiences for gamers while capturing more revenue across the value chain. The acquisition provides immediate access to established retail channels and corporate reseller relationships that would take years to build organically.
• Transaction expected to expand GCL’s bundled product offerings and have a positive impact on GCL’s adjusted EBITDA
SINGAPORE, April 30, 2025 (GLOBE NEWSWIRE) -- GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced that its indirectly wholly-owned subsidiary, Epicsoft Asia Pte. Ltd. (the “Offeror”), has made a voluntary conditional cash offer (the "Offer") of S
For over 30 years, Ban Leong has distributed a wide range of technology products across Asia that include IT accessories, gaming components, smart (IOT) technology, and commercial products. Ban Leong is an authorized distributor for over 50 well-known brands, including Razer, Nvidia, Samsung, Huawei, TP-Link, and LG. Ban Leong’s multi-channel distribution strategy encompasses e-commerce platforms, brick-and-mortar retailers, chain stores, and direct sales to corporate resellers and system integrators, and operating service centres in Singapore, Malaysia, and Thailand that provide technical support and repair services.
Transaction highlights and strategic rationale
This transaction aligns with GCL’s strategy to deliver next-generation gaming experiences to the global gaming community while enhancing its business growth and profit margin profile. GCL plans to:
- Leverage Ban Leong’s focus on consumer electronics and gaming hardware, as well as its longstanding partnership with a leading graphics card manufacturer, to capitalize on the rising demand for high-performance chipsets in gaming and AI applications;
- Drive B2C sales of peripheral gaming hardware—such as custom gaming monitors, PC components designed to complement GCL’s digital content, and bundled product offerings;
- Introduce branded, high-performance gaming laptops and consoles pre-installed with GCL game titles to strengthen GCL’s brand in the gaming industry; and
- Leverage Ban Leong’s sales network to expand GCL’s existing distribution footprint across Asia.
Sebastian Toke, Group CEO of GCL, said, "We believe the Offer Price presents an attractive offer to Ban Leong shareholders by allowing them to sell the Shares at a premium to market price in a market with limited liquidity without having to pay brokerage fees.”
Mr. Toke further elaborated, saying, “We look forward to integrating Ban Leong with the GCL group and utilizing our combined marketing and procurement strategies to drive operational efficiencies and unlock additional revenue synergies. This transaction presents a unique opportunity to accelerate the expansion of GCL’s Asian footprint, while enhancing our product portfolio with new licensing opportunities, customized hardware, co-branded products, and additional IT components, thereby diversifying revenue streams and further strengthening our comprehensive gaming ecosystem. We firmly believe that the continued evolution in AI and graphics processing power will expand the frontiers of gamers’ experience in the future. Adding unique branded products to our product offerings will help solidify our leading position in a rapidly changing industry.”
Financial Impact and Financing of the Offer
Based on public filings, Ban Leong’s revenue was S
Summary of Offer Terms
The Offer is conditional upon the Offeror having received, by the close of the Offer, valid acceptances (which have not been withdrawn) of such number of Offer Shares which will result in the Offeror and parties acting or deemed to be acting in concert with it holding such number of Shares carrying more than
The Offer Price is S
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The Offeror does not currently intend to increase the Offer Price but reserves the right to revise the terms of the Offer in accordance with the Code if there is a competing offer.
Irrevocable Undertakings
As of the date of the Offer Announcement, the Offeror has received irrevocable undertakings from Mr. Teng Woo Boon Ronald, Managing Director of Ban Leong, and Ms. Teo Su Ching, Mr. Teng’s wife, representing an aggregate of approximately
Compulsory Acquisition and Listing Status
If the Offeror receives valid acceptances pursuant to the Offer or acquires Shares from the date of dispatch of the Offer Document of not less than
The Offeror intends to seek a delisting of Ban Leong from the SGX-ST if the minimum free float requirement is not met.
Directors’ Responsibility Statement pursuant to the Code
The sole director of the Offeror and the directors of GGPL (including those who may have delegated detailed supervision 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.
This press release should be read in conjunction with the full text of the Offer Announcement filed by the Company on a Form 6-K, on April 30, 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. 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 which will be 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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1 The VWAP calculations used in the table above are based on data extracted from Bloomberg L.P. using total value of Shares over the total volume of Shares traded for the relevant period.
2 The percentages are rounded to the nearest decimal place.
FAQ
What is the offer price for Ban Leong shares in GCL's cash offer?
How will GCL's acquisition of Ban Leong affect its gaming business?
What percentage of Ban Leong shareholders have committed to GCL's offer?
What conditions must be met for GCL's acquisition of Ban Leong to succeed?
What is the financial impact of Ban Leong acquisition on GCL?
Will Ban Leong remain listed on SGX after GCL's acquisition?
