- 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'sleading 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.
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