• 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").

RF acquisition Corp core members & SPAC sponsors include From Top Left : Guo Lu, Ben Lim Choon Kee, Jimmy Zou TeFeng, Melvin Ong Xeng Thou, Jack How Keat Jie

Center from left : Ng Tse Meng(Chairman & CEO of RF acquisition Corp ) , Jackie Choo (Group Chairman& of& GCL& Asia)

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.

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.