NEW YORK, NY - (NewMediaWire) - July 12, 2018 - Recall Studios, Inc. (OTCQB: BTOP) (“Recall Studios” or the “Company”), an entertainment technology company redefining media consumption with patent‑pending technology, today announced that it continues to move forward with the Company's tender offer to Pulse Evolution Corporation (OTC: PLFX) (“Pulse”) shareholders. Part of the Company's intent to consolidate a majority interest in Pulse, by the separately negotiated acquisition of Evolution AI Corporation, a company controlled by the founder and member of the advisory Board of Pulse, the Board of Directors of Pulse yesterday announced its recommendation that Pulse shareholders exchange their shares for Recall Studios shares at a valuation of $1.38 per Pulse share. The Board of Pulse did so after determining that 50% of Pulse's current shareholders support the acquisition by Recall Studios, including the acquisition of shares of Pulse controlled by Evolution AI Corporation, which was previously attempting to acquire a majority interest in Pulse and has since withdrawn its offer in support of the offer from Recall Studios, according to Pulse's July 10th press release.
"This is excellent news," opined Alexander Bafer, Recall Studios’ CEO. "It was the next step in our acquisition plans to bring the synergistic technologies of Pulse, Evolution AI and Recall to the expanding mixed reality marketplace."
Pulse CEO Jordan Fiksenbaum stated, "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 an improved disposition as a fully reporting public company and the expected qualification 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 the Company. 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, 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 the decision-making process.
This communication is sent in accordance with the Company's expanded shareholder communications initiative.
About Recall Studios, Inc.: We are an entertainment technology company that is redefining media consumption. We are focused on creating disruptive software, proprietary technology and immersive content. Our most recent SEC filings and financial information can be found on the Securities and Exchange Commission's website at www.sec.gov.
Cautionary Statement: Except for historical matters contained herein, statements made in this press release, including certain statements in this communication related to Recall Studios’ offer to acquire Pulse, including the combined company’s future performance, results, and plans, are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "to", "plan", "expect", "believe", "anticipate", "intend", "could", "would", "estimate", or "continue", or the negative other variations thereof or comparable terminology are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward looking statements relate to, amongst other things, current expectation of the business environment in which the company operates, potential future performance, projections of future performance, the perceived opportunities in the market, 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. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The Company is subject to the risks and uncertainties described in its filings with the SEC, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and Current Reports of Form 8-K.
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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