GCL announces voluntary conditional cash offer for Ban Leong Technologies

GCL Global Holdings announced that its indirectly wholly-owned subsidiary, Epicsoft Asia, has made a voluntary conditional cash offer of S$0.6029 per share to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies, excluding shares held in treasury pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers and subject to the terms and conditions in the formal offer document to be issued by the Offeror in accordance with the Code. Ban Leong Technologies is listed on the Singapore Exchange Securities Trading and is Singapore’s leading distributor in computer hardware and I.T. accessories. On April 30, 2025, the Offeror made an announcement of the Offer on the website of the SGX-ST. The Offeror is a direct wholly-owned subsidiary of GCL Global, which is in turn an indirectly wholly-owned subsidiary of the Company. For over 30 years, Ban Leong has distributed a wide range of technology products across Asia that include IT accessories, gaming components, smart 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. 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. Based on public filings, Ban Leong’s revenue was S$97,533,912 and S$208,080,530 for the six months ended September 30, 2024, and for the fiscal year ended March 31, 2024, respectively. This transaction is expected to have a positive impact on GCL’s adjusted EBITDA. The Offer will be financed by a secured term loan facility provided by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Offeror’s cash on hand.