HOBE SOUND, Fla., July 10, 2018 — via OTC PR WIRE — Pulse Evolution Corporation (OTC:PLFX), a recognized pioneer and leading developer of hyper-realistic digital humans for holographic live performances, virtual reality and augmented reality, today announced its opinion and preliminary support for the proposed acquisition of, and tender offer relating to, a majority interest in Pulse Evolution Corporation (“Pulse” or the “Company”).
On June 14, 2018, we received correspondence from Recall Studios, Inc. (“Recall Studios”) (OTC:BTOP) regarding its intent to acquire a majority interest in Pulse Evolution Corporation, via the privately and separately negotiated acquisition of Evolution AI Corporation (“EAI”), a company controlled by our founder, John Textor. Recall Studios also advised us of their intent to make a tender offer to the shareholders of Pulse to exchange their shares for Recall Studios shares valued by Recall Studios at $ 1.38 per Pulse share, following the closing of the acquisition of EAI. We understand that substantially more than 50% of our current shareholders support the acquisition by Recall Studios, including EAI shares of Pulse controlled by EAI. EAI previously attempted to acquire a majority interest in Pulse and has since withdrawn its offer in favor of the offer from Recall Studios. Based on the information provided to us, but subject to a further evaluation of the definitive tender offer, the Board of Directors of Pulse tentatively supports the proposed acquisition and tender offer by Recall Studios. We will provide a definitive decision following receipt of additional information about the transactions.
“Subject to a careful review of the definitive tender offer terms by Recall Studios provided to date, Pulse and the Board of Pulse, is prepared to recommend to the shareholders to accept the offer submitted by Recall Studios,” stated Pulse CEO Jordan Fiksenbaum. Mr. Fiksenbaum continued: “We believe our technologies and our business model to be extremely complimentary with the objectives of Recall Studios. We also believe our company and our shareholders will benefit greatly from a business combination with a fully reporting public company which has stated that they expect to be eligible following the transaction to qualify for listing on a national stock exchange.”
The tender offer will be conducted in accordance with the requirements of Securities Exchange Act of 1934, as amended (the “Exchange Act”). Offerees in the tender offer will receive copies of a disclosure statement and letter of transmittal and related documents when the tender offer is commenced by Recall Studios. Although the tender offer is not subject to the tender offer requirements of the Exchange Act, other than certain antifraud provisions of Section 14(e) of the Exchange Act, we understand that the tender offer documents will include a comprehensive view of the combined businesses of Pulse and Recall Studios, and such other information as may be necessary to our shareholders’ decision-making process. The Board of Pulse will carefully review the tender offer documents following their release and issue its final opinion of the proposed tender offer for our shareholders to consider. Based on the information currently available to us, the Board of Pulse has reached a tentative decision to recommend to the shareholders that they should accept the offer.
About Pulse Evolution Corporation
The Company is a recognized pioneer and leading developer of hyper-realistic digital humans for entertainment, virtual reality, augmented reality and artificial intelligence. Pulse is most popularly known for producing the animated digital human likeness of the late Michael Jackson that appeared in a live performance of the Billboard Music Awards on May 18, 2014, seen by more than 11 million television viewers and generating more than 2,400 news articles and 98 billion Internet impressions, and, more recently, the co-creation and development of live entertainment properties and television show formats featuring the iconic Swedish pop group ABBA.
Founded by the world’s leading executives and producers of photorealistic digital humans, such as the lead character from the film “The Curious Case of Benjamin Button” and the concert experience “Tupac at Coachella,” Pulse is currently developing computer-generated digital humans for entertainment and media applications, such as holographic live performances, virtual reality, augmented reality and artificial intelligence. The Company has a multi-year revenue share agreement with the Estate of Michael Jackson and the Company also counts the estates of Michael Jackson, Elvis Presley and Marilyn Monroe as significant shareholders.
The Company sees digital humans emerging as ubiquitous in society, culture and industry. They will not only perform for audiences on stage or in film, but they will also represent individual consumers as digital likeness avatars, in realistic and fantasy form, appearing and interacting on the consumer’s behalf in electronic and mobile communication, social media, video games and virtual reality. Future digital humans will provide a relatable human interface for artificial intelligence applications, ‘thinking’ machine systems that, through the Company’s technology, will appear as realistic communicating humans in mobile devices, digital signage, classrooms and through lightweight wearable augmented reality glasses and virtual reality headsets. The Company’s long-term goal is to develop its technology beyond entertainment applications, ultimately supporting licensees and joint venture partners who are seeking to build the ‘face’ of artificial intelligence, to provide a human form to interactive artificially intelligent computer beings.
Pulse has operations in Hobe Sound, Florida and Las Vegas, Nevada.
FORWARD-LOOKING STATEMENTS; ADDITIONAL INFORMATION
This news release includes certain information that may constitute forward-looking statements. Forward-looking statements are typically identified by terminology such as “could,” “may,” “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “proposed,” “planned,” “potential” and similar expressions, or are those, which, by their nature, refer to future events. All statements, other than statements of historical fact, included herein, including statements about Pulse’s beliefs and expectations, are forward-looking statements. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Although Pulse believes that such statements are reasonable, it can give no assurance that such forward-looking information will prove to be accurate. Pulse cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors. Accordingly, due to the risks, uncertainties and assumptions inherent in forward-looking information, readers and prospective investors in the Company’s securities should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof, and is based upon the opinions and estimates of management and information available to management as at the date hereof and is subject to change. The Company assumes no obligation to revise or update forward-looking information to reflect new circumstances, whether as a result of new information, future events or otherwise, except as required by law.
In addition, certain statements in this communication related to Recall Studios’ offer to acquire Pulse Evolution, including the combined company’s future performance, results, and plans, are “forward-looking statements” that are subject to risks and uncertainties, are based on management’s current expectations, and as a result of the following risks and uncertainties, among others, actual results and events may differ materially: the consummation of the proposed transaction; the successful integration of Recall Studios and Pulse Evolution and the ability to realize synergies and other benefits; the availability of funds to meet debt obligations and to fund operations and necessary capital expenditures; and the risks and uncertainties detailed by Pulse Evolution in its filings with the OTC. More information on potential factors that could affect our financial results is included from time to time in Recall Studios’ SEC filings and reports. Pulse disclaims any obligation to update information contained in these forward-looking statements.
The tender offer referenced in this press release has not yet commenced. This communication is for information purposes only and is not an offer nor a solicitation of an offer to purchase, sell or exchange securities or a solicitation of a proxy from any stockholder. Subject to future developments, additional documents regarding the proposed transaction, such as a registration statement on Form S-4, may be filed with the SEC, which investors should read carefully if and when they become available because they contain important information. Investors may obtain a free copy of the documents filed by Recall Studios, when they are available, from the SEC’s website at www.sec.gov.
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