Grand Centrex Limited (dba GCL Asia), a video game distributor and publisher, today announced a definitive business combination agreement with RF Acquisition at a $1.2 billion pre-transaction equity value.
If approved, at closing the combined company is expected to be listed on the Nasdaq under the reserved ticker symbol GCL.
Terms call for GCL’s existing shareholders to roll over 100% of their equity and control a majority of the combined company, while GCL will also designate a majority of the board of directors.
The deal includes a minimum cash condition of $25 million and is expected to result in GCL receiving gross proceeds of approximately $42.9 million, assuming no further SPAC share redemptions.
RF Acquisition and GCL said in a press release they have agreed to work together to pursue PIPE financing of up to $20 million.
Loeb & Loeb is serving as GCL’s US counsel. Winston & Strawn is counsel to RF Acquisition. Icon Law is serving as GCL’s Singapore counsel. Early Bird Capital is a financial advisor to RF Acquisition. AMGM is serving as an advisor to GCL. Read more.
