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Why a US-listed video game firm is paying a premium to take Ban Leong private
Why a US-listed video game firm is paying a premium to take Ban Leong private

Business Times

time06-05-2025

  • Business
  • Business Times

Why a US-listed video game firm is paying a premium to take Ban Leong private

[SINGAPORE] For over 30 years, one little-known wholesaler and distributor of technology products – including IT accessories, gaming components and smart technology – steadily built up its distribution network. Even after Ban Leong Technologies listed on the mainboard of the Singapore Exchange in June 2005, it remained largely under the radar to both consumers and investors. Now, it is making headlines as video game distributor Epicsoft Asia, an indirect wholly owned subsidiary of Nasdaq-listed GCL Global, is splashing out cash to take the company private. Headquartered in Singapore with regional offices in Malaysia and Thailand, Ban Leong is an authorised distributor for over 50 well-known brands, including Razer, Nvidia, Samsung, Huawei, TP-Link and LG. 'This acquisition is not a short-term play on stock performance, it's a strategic move to integrate Ban Leong's strong distribution and vendor network with GCL Global's digital capabilities and software portfolio,' GCL Global's chief executive Sebastian Toke told The Business Times. 'We see this as a platform for accelerating physical reach and product innovation in Asia's fast-evolving consumer tech landscape,' he added. BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up The acquisition could also signal a trend where global software companies want control over physical touchpoints, especially in Asia. 'Software companies are increasingly seeking ways to influence the entire customer experience from digital interaction to physical product deployment,' Toke said. 'This is particularly relevant in Asia, where rapid urbanisation, strong mobile adoption, and consumer demand for smart devices are reshaping how technology is distributed and consumed.' Epicsoft Asia last week made a cash offer of S$0.6029 per share to Ban Leong's shareholders. This represents a 60.8 per cent premium over Ban Leong's last transacted share price of S$0.375 on Apr 29, the day before the offer was announced. It is also at a premium of 75.5 per cent to Ban Leong's volume-weighted average price of S$0.3435 over the last 12 months. The offer price also represents a premium of 42.4 per cent over the group's net asset value per share of S$0.4233 as at Sep 30, 2024. Epicsoft Asia has received irrevocable undertakings from Ban Leong's managing director Ronald Teng and his wife Teo Su Ching to accept the offer. Together, the couple holds 28.13 per cent of the company. If Epicsoft Asia scoops up at least 90 per cent of Ban Leong shares at the close of the offer, it said it will exercise its rights to compulsorily acquire the remaining shares from shareholders who have not accepted the offer. Since the offer was made, shares of Ban Leong have jumped 57.3 per cent to close at S$0.59 on Monday (May 5). Toke believes there is 'untapped value' in Ban Leong's brand partnerships, regional infrastructure and sales network that justifies the premium paid. 'Ban Leong's assets hold strong strategic value that we believe has yet to be fully realised by the broader market,' he said. For the latest first half-year to September 2024, Ban Leong reported earnings of S$1.4 million, down 36.2 per cent from S$2.2 million the previous year. H1 revenue fell 4.8 per cent to S$97.5 million, from S$102.4 million previously. 'Beyond the numbers, Ban Leong has demonstrated strong adaptability to market shifts. It successfully expanded into e-commerce during the pandemic, attracted new brand partnerships, and grew its commercial segment,' Toke said. 'These are not typically reflected in the share price but point to operational depth and untapped growth potential,' he added. Since its listing 20 years ago in 2005, shares of Ban Leong have climbed just 70.5 per cent to S$0.375, before the offer was made. Long-time shareholders, though, might still rue its delisting. The counter has generated a total return – with dividends reinvested – of 478.8 per cent over the same period. This works out to an annualised total return of 9.2 per cent.

Why a US-listed video game firm is paying a premium for a Singapore-based tech products distributor
Why a US-listed video game firm is paying a premium for a Singapore-based tech products distributor

Business Times

time06-05-2025

  • Business
  • Business Times

Why a US-listed video game firm is paying a premium for a Singapore-based tech products distributor

[SINGAPORE] For over 30 years, one little-known wholesaler and distributor of technology products – including IT accessories, gaming components and smart technology – steadily built up its distribution network. Even after Ban Leong Technologies listed on the mainboard of the Singapore Exchange in June 2005, it remained largely under the radar to both consumers and investors. Now, it is making headlines as video game distributor Epicsoft Asia, an indirect wholly owned subsidiary of Nasdaq-listed GCL Global, is splashing out cash to take the company private. Headquartered in Singapore with regional offices in Malaysia and Thailand, Ban Leong is an authorised distributor for over 50 well-known brands, including Razer, Nvidia, Samsung, Huawei, TP-Link and LG. 'This acquisition is not a short-term play on stock performance, it's a strategic move to integrate Ban Leong's strong distribution and vendor network with GCL Global's digital capabilities and software portfolio,' GCL Global's chief executive Sebastian Toke told The Business Times. 'We see this as a platform for accelerating physical reach and product innovation in Asia's fast-evolving consumer tech landscape,' he added. BT in your inbox Start and end each day with the latest news stories and analyses delivered straight to your inbox. Sign Up Sign Up The acquisition could also signal a trend where global software companies want control over physical touchpoints, especially in Asia. 'Software companies are increasingly seeking ways to influence the entire customer experience from digital interaction to physical product deployment,' Toke said. 'This is particularly relevant in Asia, where rapid urbanisation, strong mobile adoption, and consumer demand for smart devices are reshaping how technology is distributed and consumed.' Epicsoft Asia last week made a cash offer of S$0.6029 per share to Ban Leong's shareholders. This represents a 60.8 per cent premium over Ban Leong's last transacted share price of S$0.375 on Apr 29, the day before the offer was announced. It is also at a premium of 75.5 per cent to Ban Leong's volume-weighted average price of S$0.3435 over the last 12 months. The offer price also represents a premium of 42.4 per cent over the group's net asset value per share of S$0.4233 as at Sep 30, 2024. Epicsoft Asia has received irrevocable undertakings from Ban Leong's managing director Ronald Teng and his wife Teo Su Ching to accept the offer. Together, the couple holds 28.13 per cent of the company. If Epicsoft Asia scoops up at least 90 per cent of Ban Leong shares at the close of the offer, it said it will exercise its rights to compulsorily acquire the remaining shares from shareholders who have not accepted the offer. Since the offer was made, shares of Ban Leong have jumped 57.3 per cent to close at S$0.59 on Monday (May 5). Toke believes there is 'untapped value' in Ban Leong's brand partnerships, regional infrastructure and sales network that justifies the premium paid. 'Ban Leong's assets hold strong strategic value that we believe has yet to be fully realised by the broader market,' he said. For the latest first half-year to September 2024, Ban Leong reported earnings of S$1.4 million, down 36.2 per cent from S$2.2 million the previous year. H1 revenue fell 4.8 per cent to S$97.5 million, from S$102.4 million previously. 'Beyond the numbers, Ban Leong has demonstrated strong adaptability to market shifts. It successfully expanded into e-commerce during the pandemic, attracted new brand partnerships, and grew its commercial segment,' Toke said. 'These are not typically reflected in the share price but point to operational depth and untapped growth potential,' he added. Since its listing 20 years ago in 2005, shares of Ban Leong have climbed just 70.5 per cent to S$0.375, before the offer was made. Long-time shareholders, though, might still rue its delisting. The counter has generated a total return – with dividends reinvested – of 478.8 per cent over the same period. This works out to an annualised total return of 9.2 per cent.

Delistings mount amid poor trading liquidity
Delistings mount amid poor trading liquidity

The Star

time05-05-2025

  • Business
  • The Star

Delistings mount amid poor trading liquidity

SINGAPORE: Four Singapore Exchange (SGX) companies announced privatisation offers last week, taking the number of companies that have received such offers in 2025 to at least 11. While most of the companies received offers from major shareholders citing poor trading liquidity as the main reason for privatisation, one firm – gaming hardware distributor Ban Leong Technologies – received an offer last week from a third-party acquirer with no prior relationship to the company. Singapore gaming company Epicsoft Asia, a wholly owned subsidiary of Nasdaq-listed gaming giant GCL Global, on April 30 made an offer to take Ban Leong private for 60.29 Singapore cents a share in cash. The offer price represents a premium of 60.8% over Ban Leong's last transacted share price of 37.5 cents before the offer was made. GCL Global's chief executive Sebastian Toke said that the company sees strong strategic value in acquiring Ban Leong, citing its distribution strength in South-East Asia and growth in commercial and eCommerce segments as qualities not fully reflected in its share price. 'Both Epicsoft Asia and Ban Leong are born and bred Singapore firms with a strong presence in interactive entertainment software and gaming-related hardware, respectively, in Asia,' Toke said. 'The acquisition would combine the strengths of both companies in ways that would enable GCL to expand its global strategy in developing and marketing differentiated gaming products.' Epicsoft Asia has already received irrevocable undertakings to accept the offer from Ban Leong's managing director Ronald Teng Woo Boon and his wife Teo Su Ching, who together hold 28.13% of the company. If Epicsoft Asia secures at least 90% of Ban Leong's issued shares at the close of its offer, it can compulsorily buy the remaining shares at the same offer price from shareholders who have not accepted the offer. Shares of Ban Leong jumped by more than 57% to close the week at 59 cents, their highest level since the company listed in June 2005. The proposed acquisition of Ban Leong underscores the disconnect between public market valuations on SGX and the underlying strengths of many listed companies. Despite demonstrating strong performance and growth potential, firms like Ban Leong remain undervalued, largely due to low trading liquidity and limited market visibility. This valuation gap is attracting buyers like GCL Global, who are willing to pay a premium for quality assets that the market has overlooked. It also raises questions about how SGX can better support fairer valuations and stem the pace of delistings, which has been accelerating. In 2025 so far, at least nine companies have announced potential delistings. They are SLB Development, PEC, Econ Healthcare, Sinarmas Land, ICP, Amara Holdings, Procurri Corp, Aoxin Q&M and Ban Leong. The privatisation offers for Amara, Procurri Corp, Aoxin Q&M and Ban Leong all took place last week. Amara, which received an offer from its bosses and developers Wing Tai and Hwa Hong, has already secured irrevocable undertakings from chairman Albert Teo and his family, who collectively hold 90.58% of Amara. Meanwhile, shareholders of Japfa and Paragon Real Estate Investment Trust have since accepted offers to be taken private. The companies will be delisted from the SGX. In contrast, just one company, automotive group Vin's Holdings, has listed on the SGX so far. A second company, candy maker YLF Group Marketing, called off its planned initial public offering in April. The pace of potential delistings also appears to be accelerating, compared with the previous year. In 2024, a total of 20 companies delisted from the Singapore bourse, while four new companies went public. Two companies saw their shares dive last week, one of which was CapitaLand Investment (CLI), a constituent of the Straits Times Index (STI). Shares of the property fund manager dropped 8% to S$2.53 on May 2 after trading ex-dividend. This is the cut-off date when buying the stock no longer entitles investors to receive the next dividend payout. CLI has declared a 2024 dividend of 12 cents a share, unchanged from 2023's payout, on May 13. CLI on April 30 also announced poorer revenues for the first quarter of 2025 after excluding contributions from CapitaLand Ascott Trust (Clas) from its financial results. Revenue amounted to S$496mil for the quarter ended March 31, representing a 24% year-on-year decline due to the deconsolidation of Clas. In December 2024, CLI sold a 4.9% stake in Clas for S$162mil to an unrelated party, resulting in Clas no longer qualifying as its subsidiary. Shares of iFast dropped by more than 11% during the week, closing on May 2 at S$6.30 despite announcing that its global trust, a Singapore-incorporated entity within the group, had been granted a trust business licence by the Monetary Authority of Singapore. This will enable iFast to expand its wealth management capabilities by supporting clients across the entire wealth life cycle, from accumulation and growth to preservation and legacy planning, iFast said. Still, the move failed to offset share price declines earlier in the week, when iFast on April 28 cut the 2025 profit before tax target for its Hong Kong operations to HK$380mil from its previous guidance of HK$500mil. UOB, DBS Bank and OCBC Bank are scheduled to release their 2025 first quarter business updates on May 7, May 8 and May 9, respectively. The three banks, which experienced price declines averaging 8% in April, now account for 51% of the STI. Institutional investors sold over S$700mil worth of shares in the three banks in April, according to SGX data. In contrast, retail investors ploughed S$1.58bil into the three stocks during the month, the data showed. — The Straits Times/ANN

GCL Announces Voluntary Conditional Cash Offer for Ban Leong Technologies Limited at S$0.6029 per Share
GCL Announces Voluntary Conditional Cash Offer for Ban Leong Technologies Limited at S$0.6029 per Share

Associated Press

time30-04-2025

  • Business
  • Associated Press

GCL Announces Voluntary Conditional Cash Offer for Ban Leong Technologies Limited at S$0.6029 per Share

• 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$0.6029 per share (approximately US$0.4580 per share) (the 'Offer Price') to acquire all of the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited (SGX: B26) , excluding shares held in treasury (the 'Shares') pursuant to Rule 15 of the Singapore Code on Take-overs and Mergers ('Code') and subject to the terms and conditions in the formal offer document (the 'Offer Document') to be issued by the Offeror in accordance with the Code. Ban Leong Technologies Limited ('Ban Leong') is listed on the Singapore Exchange Securities Trading Limited ('SGX-ST') 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 (the 'Offer Announcement') on the website of the SGX-ST. The Offeror is a direct wholly-owned subsidiary of GCL Global Pte. Ltd. ('GGPL'), 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 (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: 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$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. 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 50% of the voting rights attributable to the issued share capital of Ban Leong (excluding any Shares held in treasury) (the 'Minimum Acceptance Condition'). Save for the Minimum Acceptance Condition, the Offer is unconditional in all other respects. The Offer Price is S$0.6029 (approximately US$0.4580) in cash for each Share. This represents the highest price at which the ordinary shares have traded since Ban Leong's Singapore listing in June 2005 and the following premiums over the historical transacted prices of the Shares on the SGX-ST: 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 28.13% of the total number of issued shares in the capital of Ban Leong (excluding treasury shares), to accept the Offer. 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 90% of the total number of Ban Leong's issued Shares (excluding treasury shares), the Offeror will have the right to compulsorily acquire, at the Offer Price, Shares from Ban Leong shareholders who have not accepted the Offer. 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 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 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 [email protected] (646) 652-7185 _________________________ 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.

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