- GCL Asia is a leading video game distribution and publishing
group in Asia, with more than 2100
online and offline retail touchpoints for game
distribution.
- GCL has been the exclusive distributor in Asia for 50% of the best-selling games since
2011 and has recently expanded into game publishing and IP
management.
- Proposed Transaction gives GCL approximately $1.2 billion in pre-transaction equity
value.
SINGAPORE, Oct. 18,
2023 /PRNewswire/ -- Grand Centrex Limited
("GCL," "GCL Asia" or the "Company"), one of Asia's leading video game distributors and
publishers, today announced that it, together with its
subsidiaries and affiliated companies, has entered into a
definitive business combination agreement ("BCA") with RF
Acquisition Corp ("RF Acquisition") (NASDAQ: RFAC), a publicly
traded special purpose acquisition company, and RF Dynamic LLC that
will result in GCL Asia becoming a publicly listed company (the
"Proposed Transaction").
Upon closing, the combined company (the "Combined Company") is
expected to be listed on Nasdaq under the reserved ticker symbol
"GCL." The Combined Company will continue to be led by Jacky See Wee Choo, Group Chairman of GCL,
Sebastian Toke, Group CEO of GCL, and other key executive
leadership members.
GCL's shareholders will retain a majority of the Combined
Company's outstanding shares, and GCL will designate a majority of
director nominees for the Combined Company's board.
Company Highlights
GCL, together with its operating subsidiaries, collectively
provide a full suite of gaming services, targeting the fast-growing
video gaming markets of East Asia
("EA") and Southeast Asia ("SEA").
One of GCL's subsidiaries, Epicsoft Asia Pte Ltd., enables creators
to deliver fun gameplay experiences to Asia's fast-growing market of gamers, and has
over 16 years of operating history in the gaming industry. GCL's
other operating subsidiaries include 4Divinity Limited, 2Game, and
Titan Digital Media.
GCL has become an established partner for international PC and
video game publishers and developers for EA and SEA. The Company
has been the exclusive distributor and marketeer for 50% of the
best-selling games of all time in the region, including The
Witcher 3, Sonic series, Hogwarts Legacy, and
Cyberpunk 2077.
Leveraging its unique geographic position and long-term
established partnerships with global AAA game publishers, GCL aims
to become the next Asian powerhouse in gaming entertainment and
content marketing. Following the merger, GCL plans to continue
delivering high-quality, engaging gaming experiences to the entire
EA and SEA region with brand partners and content creators. The
Company plans to leverage its comprehensive gaming ecosystem,
bringing Asian-developed games to the global market, and U.S. and
E.U.-developed games to the Asian market.
GCL's primary growth focus lies in the games publishing and IP
management of AAA/AA game titles in Asia, which is projected to generate total
video game revenues of $222.5 billion
in 2023, i.e., 57.8% of worldwide video game revenue. With the
number of users in Asia expected
to reach approximately 1.7 billion by 2027, comprising 57% of total
users worldwide by 2027[1], GCL plans to
leverage its operating experience of over 16 years in game
publishing, marketing, and creative media design to cater to the
evolving needs of Asian gamers.
GCL's first title as publisher for Asia, the single-player first-person shooter
game "Atomic Heart," was launched in February 2023. The number of units sold in
Asia accounted for nearly half of
the global sales to date. The Company plans to publish at least six
new titles slated over the next 12 months.
Management Commentary
Tse Meng Ng, Chairman
and CEO of RF Acquisition
"We are thrilled to work with
Jacky and his visionary team at GCL in their next chapter of growth
and expansion in the dynamic Asian gaming market. We greatly
respect the publishing and distribution platform and the trusted
industry relationships that Jacky and his team have built over the
last decade. With the expansion of the business to publishing
and IP management, GCL can help game publishers in the U.S. and
Europe navigate increasingly
sophisticated Asian content and unlock the full potential of the
high-growth Asian market. This is a unique opportunity for us to
participate in a fast-growing, profitable company at an inflection
point in its development."
Jacky Choo, Group Chairman of
GCL
"This is an exciting time for the entire GCL team as we
execute our growth strategy in game publishing in Asian markets.
Over the past 16 years, we have built a powerful distribution
platform based on over 16 multi-year partnerships with AAA and
independent game developers and publishers, reaching over 2100
retail touchpoints online and offline. With the support of RF
Acquisition and enhanced visibility following the NASDAQ listing,
we are now ready to enter the higher-margin segments of game
publishing and IP management, deepening our partnership with
exceptional content providers, including game studios globally, to
bring exciting new experiences to gamers."
Sebastian Toke, Group CEO of GCL
"GCL has a unique value proposition for games developers and
publishers worldwide with our established expertise in games
distribution, publishing, and marketing. As more game developers
and publishers in the U.S. and Europe set their eyes on the tremendous growth
opportunity in the Asia market,
GCL is well-positioned as the go-to co-publisher in the Asian
region. On the other hand, China-based major games companies have faced
difficulties navigating markets outside of China and are seeking a partner with the
know-how to execute market outreach & localized marketing in
the Asian regions. GCL's growth trajectory is very clear — we
plan to become the gateway to growth in Asia's gaming scene by leveraging the dynamics
in the gaming market ecosystem between developers, publishers, and
end users."
Transaction Overview
The Proposed Transaction gives GCL approximately $1.2 billion in pre-transaction equity value.
GCL's existing shareholders will roll over 100% of the equity
and retain a majority of the Combined Company's outstanding shares,
while GCL will also designate a majority of the Combined Company's
board of directors.
The Proposed Transaction includes a minimum cash condition of
$25,000,000 and is expected to result
in GCL receiving gross proceeds of approximately $42.9 million (assuming no further redemptions by
RF Acquisition shareholders).
RF Acquisition and GCL have agreed to work together to pursue
commitments for a private placement of equity (the "PIPE
Financing"), debt, or other alternative financings of up to
$20 million.
GCL expects to use proceeds from the Proposed Transaction to
accelerate its game publishing and IP management business,
alongside its marketing reach with AAA/AA PC game titles.
The transaction has been approved by the Board of Directors of
GCL and RF Acquisition, and its closing is expected to be in the
second quarter of 2024, subject to shareholders' approval and the
satisfaction of customary closing conditions.
Additional information about the Proposed Transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in one or more Current Reports on
Form 8-K to be filed by RF Acquisition with the Securities and
Exchange Commission ("SEC").
Advisors
Loeb & Loeb is serving as GCL's US
counsel. Winston & Strawn LLP is serving as counsel to RF
Acquisition. Icon Law is serving as GCL's Singapore counsel. Early Bird Capital Inc. is
serving as a financial advisor to RF Acquisition. AMGM is serving
as an advisor to GCL.
About GCL Asia
Grand Centrex Limited ("GCL Asia") through its subsidiaries,
provides a full suite of gaming services and reach, enabling
creators to deliver fun experiences to the fast-growing market of
Asian gamers. Its operating subsidiaries include Epicsoft Asia Pte
Ltd (EPA), 4Divinity Limited, 2Game, and Titan Digital Media.
With a presence in eight countries, GCL's companies connect with
developers, publishers, and brand owners to maximize the potential
of entertainment properties with consumers in the EA and SEA
region.
Learn more at https://www.gcl.asia
About RF Acquisition Corp.
RF Acquisition is a blank check company incorporated as a
Delaware corporation whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization, or similar
business combination with one or more businesses. While RF
Acquisition may pursue an initial business combination target in
any business, industry, or geographic location, it intends to
search globally for target companies within the Southeast Asian new
economy sector or elsewhere. RF Acquisition was
incorporated in 2021 and is based in Singapore.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements 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 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 Combined Company, GCL's ability to scale
and grow its business, the advantages and expected growth of the
Combined Company, the Combined Company's ability to source and
retain talent, the cash position of the Combined Company following
the closing of the Proposed Transaction, RF Acquisition's and GCL's
ability to consummate the Proposed Transaction, and expectations
related to the terms and timing of the Proposed Transaction, as
applicable. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of RF Acquisition's and 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 each of RF
Acquisition and GCL believes that it has a reasonable basis for
each forward-looking statement contained in this press release,
each of RF Acquisition and 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 will be risks and uncertainties described in the
proxy statement/prospectus included in the Registration Statement
relating to the Proposed Transaction, which is expected to be filed
by the Combined Company with the SEC and other documents filed by
the Combined Company or RF Acquisition 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. Neither RF Acquisition nor GCL can assure you that the
forward-looking statements in this press release will prove to be
accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others, the ability to
complete the Proposed Transaction due to the failure to obtain
approval from RF Acquisition's shareholders or satisfy other
closing conditions in the BCA, the occurrence of any event that
could give rise to the termination of the BCA, the ability to
recognize the anticipated benefits of the Proposed Transaction, the
amount of redemption requests made by RF Acquisition's public
shareholders, costs related to the Proposed Transaction, the impact
of the global COVID-19 pandemic, the risk that the Proposed
Transaction disrupts current plans and operations as a result of
the announcement and consummation of the Proposed Transaction, the
outcome of any potential litigation, government or regulatory
proceedings, and other risks and uncertainties, including those to
be included under the heading "Risk Factors" in the Registration
Statement to be filed by the Combined Company with the SEC and
those included under the heading "Risk Factors" in the Annual
Report on Form 10-K filed with the SEC on April 26, 2023, the Quarterly Reports on
Form 10-Q filed with the SEC on June 8, 2022,
August 24, 2022, and November 14, 2022,
respectively. There may be additional risks that neither RF
Acquisition nor GCL presently know or that RF Acquisition and GCL
currently believe 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 RF Acquisition and GCL as of the date of
this press release. Subsequent events and developments may cause
those views to change. However, while RF Acquisition and 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 RF
Acquisition or GCL as of any date subsequent to the date of this
press release. Except as may be required by law, neither RF
Acquisition nor GCL undertakes any duty to update these
forward-looking statements.
Additional Information and Where to Find It
In connection with the Proposed Transaction, RF Acquisition and
the Company intend to cause a registration statement on Form F-4 to
be filed with the SEC, which will include a proxy statement to be
distributed to RF Acquisition's shareholders in connection with RF
Acquisition's solicitation for proxies for the vote by RF
Acquisition's shareholders in connection with the Proposed
Transaction and other matters as described in the registration
statement, as well as a prospectus relating to the Company's
securities to be issued in connection with the Proposed
Transaction. RF Acquisition's shareholders and other interested
persons are advised to read, once available, the preliminary proxy
statement/prospectus and any amendments thereto and, once
available, the definitive proxy statement/prospectus, in connection
with RF Acquisition's solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the Proposed Transaction, because these documents will contain
important information about RF Acquisition, the Company, and the
Proposed Transaction. After the registration statement is filed and
declared effective, RF Acquisition will mail a definitive proxy
statement and other relevant documents to its shareholders as of
the record date to be established for voting on the Proposed
Transaction. Shareholders may also obtain a copy of the preliminary
and definitive proxy statement/prospectus to be included in the
registration statement, once available, as well as other documents
filed with the SEC regarding the Proposed Transaction and other
documents filed with the SEC, without charge, at the SEC's website
located at www.sec.gov.
Participants in the Solicitation
RF Acquisition, GCL, and their respective directors, executive
officers, and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of
proxies from RF Acquisition's shareholders in connection with the
Proposed Transaction. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of RF
Acquisition's shareholders in connection with the Proposed
Transaction will be set forth in the proxy statement/prospectus
included in the Registration Statement to be filed with the SEC in
connection with the Proposed Transaction. You can find more
information about RF Acquisition's directors and executive officers
in RF Acquisition's final prospectus related to its initial public
offering dated March 23, 2022.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests will be included in the proxy statement/prospectus when
it becomes available. Shareholders, potential investors, and other
interested persons should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
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 potential Transaction and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
of RF Acquisition, the Company or the combined company, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Investor / Media Contact:
Crocker Coulson
CEO, AUM Media, Inc.
(646) 652 7185
crocker.coulson@aummedia.org
GCL Contact:
Sebastian Toke
Group CEO, GCL
(65) 9026 5165
Sebastian@gcl.asia
RF Acquisition Contact:
Tse Meng Ng
Chairman and CEO, RF Acquisition
guo.lu@ruifengwealth.com
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[1] Source: Statista, April
2023 estimates.
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SOURCE GCL Asia; RF Acquisition Corp
