Offer to Purchase up to 150 Million Shares from “Accredited Investors” Only represents a Management ‘Friendly’ Equity Recapitalization Plan
JUPITER, FL / ACCESSWIRE / October 31, 2017 / Evolution|AI Corporation today informed the Board of Directors of Pulse Evolution Corporation (OTC PINK: PLFX) of its offer to purchase up to 150 Million shares of PLFX ‘restricted’ common stock, representing a potential majority interest in the Company. The Offer is made, in full support of existing management at Pulse Evolution Corporation, only to “accredited investors” who are holders of restricted PLFX common shares.
Evolution|AI Corporation, is a development stage technology company, formed by Pulse founder John Textor, focused on the adaptation and development of human animation technology to enable diverse artificial intelligence platforms to interact with consumers in the relatable form of a human face. Evolution|AI, which is also a licensee of Pulse Evolution technology, recently acquired a robust portfolio of technology from the legendary visual effects company Digital Domain, representing substantially all of the technology developed in connection with launch and operation of Digital Domain’s Florida animation studio. With the benefit of both the Digital Domain animation and studio technology portfolio, and the market leading human animation technology licensed from Pulse Evolution Corporation, Evolution|AI is uniquely positioned to be a true pioneer in the globally significant industry that emerging through the deployment of artificially intelligent digital humans in society, commerce and education.
Accredited Investors who are holders of common stock of Pulse Evolution Corporation are encouraged to review the Offer to Purchase, included herein and, if interested, complete the Letter of Transmittal and remit to Offer@EvolutionAI.com. Questions from accredited investors, who are current shareholders of Pulse Evolution Corporation, can be directed to Questions@EvolutionAI.com.
The Offer to Purchase shall remain outstanding until its expiration at 5:00pm on Thursday, November 30, 2017.
About Evolution|AI Corporation
Evolution|AI Corporation is a development stage company focused on the adaptation and development of human animation technology to enable diverse Artificial Intelligence platforms to interact with consumers in the relatable form of a human face. Founded by Mr. John Textor, an established and globally recognized pioneer in the field of hyper-realistic human animation, Evolution|AI intends to develop a robust library of fully functional human faces, and human characters, that will allow people to communicate with leading artificial intelligence platforms, just as they would expect to communicate with another human being.
Our principals have long been market leaders in the emerging virtual human likeness space, and is among the world’s most recognized developers of hyper-realistic digital humans – computer generated assets that appear to be human and can perform in live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile, interactive and artificial intelligence applications. In the last decade, Mr. Textor is responsible for leading the appearance of hyper-realistic digital humans performing in movies such as The Curious Case of Benjamin Button or in live concerts, or the virtual performance of digital Tupac Shakur at the 2012 Coachella Valley Music Festival and also Virtual Michael Jackson at the 2014 Billboard Music Awards.
Evolution|AI, which is also a licensee of Pulse Evolution technology, recently acquired a robust portfolio of technology, acquired from the legendary visual effects company Digital Domain, representing substantially all of the technology developed in connection with launch and operation of Digital Domain’s Florida animation studio. With the benefit of both the Digital Domain animation and studio technology portfolio, and the market leading human animation technology licensed from Pulse Evolution Corporation, Evolution|AI is uniquely positioned to be a true pioneer in the globally significant industry that emerging through the deployment of artificially intelligent digital humans in society, commerce and education.
Offer to Purchase from Accredited Investors Only
Up to 150,000,000 Shares of RESTRICTED Common Stock of
PULSE EVOLUTION CORPORATION
THIS OFFER IS NOT A TENDER OFFER. THE PURCHASER IS NOT OFFERING TO PURCHASE “OPEN-MARKET”SECURITIES FROM NON-ACCREDITED INVESTORS. THE PURCHASER, THROUGH THIS OFFER, IS OFFERING ONLY TO PURCHASE RESTRICTED SHARES OF COMMON STOCK FROM ACCREDITED INVESTORS THROUGH PRIVATELY NEGOTIATED TRANSACTIONS
Evolution|AI Corporation, a Florida Corporation (the “Purchaser”), is offering to purchase, from Accredited Investors Only, up to 150,000,000 outstanding shares of restricted common stock, $0.001 par value, (the “Shares”), of Pulse Evolution Corporation, a Nevada corporation (the “Company”) at a purchase price of $0.62 per Share (the “Offer Price”), paid to the seller(s) in the form of restricted common shares of the Purchaser (the “Consideration Shares”), subject to consummation of Purchaser’s contemplated merger into a fully reporting public company (together, the “Purchaser”), upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer”). This Offer is subject to other conditions, which are generally set forth in Summary Term Sheet, and shall be more fully set forth in definitive documentation to be executed by and among the parties in connection with the purchase of the Shares (the “Transactions”).
A summary of the principal terms of the Offer appears on below. You should read this entire Offer to Purchase, including the Summary Term Sheet and the supplemental ‘Questions and Answers’ information, carefully before deciding whether to engage in discussions with the Purchaser for the purpose of selling your Shares. You should also seek the advice of counsel, as well, as financial advisors, in connection with such discussions.
THE OFFER PRICE OF $0.62 PER SHARE FOR RESTRICTED COMMON SHARES OF
PULSE EVOLUTION CORPORATION REPRESENTS A PREMIUM, AS COMPARED TO
THE CLOSING PRICE OF PULSE EVOLUTION SHARES ON THE OTC MARKETS ON
OCTOBER 30, 2017, HOWEVER, THE OFFER PRICE WILL BE PAID IN THE FORM
OF SIMILARLY RESTRICTED SHARES OF THE PURCHASER
If you desire to sell all or any portion of your Shares to Purchaser pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer. which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, and mail or email the Letter of Transmittal and any other required documents to Purchaser, prior to the Expiration Date, or (b) request that your broker, attorney, trustee, or other nominee effect the transaction for you.
Questions and requests for assistance may be requested by written correspondence delivered by email, to Questions@EvolutionAI.com, or to the address of Purchaser at 9995 SE Federal Highway, #1955, Hobe Sound, FL 33455.
This Offer to Purchase and the related Letter of Transmittal contain important information, which you should carefully read before making a decision with respect to this Offer. You are urged to consult with counsel and your financial advisor(s) before consummating any agreement with Purchaser.
This transaction has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission, nor has the SEC or any state securities commission passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this offer to purchase or the Letter of Transmittal.
SUMMARY TERM SHEET
The information contained in this summary Term Sheet is a summary only and is not meant to be a substitute for more detailed descriptions, information, and documentation to be prepared between the parties in connection with the Transaction.
Offer: Purchaser is offering to purchase up to 150,000,000 shares of restricted common stock of Pulse Evolution Corporation from individual shareholders (the “Pulse Shareholders”), only those of whom are accredited investors (the “Transactions”).
Purchaser: In the context of this Offer to Purchase, the Purchaser shall be the merger survivor of the combination of Evolution|AI Corporation, a newly formed Florida company organized by Pulse Evolution founder and former Chairman John Textor, and a fully reporting public company recently identified by Evolution|AI as an effective merger host, such combination (the “Public Merger”) resulting in Evolution|AI Corporation, as the Purchaser, being a fully reporting public company immediately upon consummation of the Transactions.
Business of the Purchaser: Evolution|AI Corporation is focused on the adaptation and development of human animation technology to enable diverse artificial intelligence platforms to interact with consumers in the relatable form of a human face. Evolution|AI intends to develop a robust library of fully functional human faces, and human characters, that will allow people to communicate with leading artificial intelligence platforms, just as they would expect to communicate with another human being.
Price Offered per Share: $0.62 per share, paid in the form of common shares of Purchaser.
No Minimum Purchase: The Offer is not conditioned on the purchase of a minimum number of shares of common stock of Pulse Evolution Corporation.
Requirement of Fully Reporting Status: The consummation of the Transactions shall be subject to the closing of the Public Merger, thereby assuring the exchange of the Shares by the Pulse Shareholders for restricted common shares in Evolution|AI Corporation as a fully reporting public company.
Legal Action: No legal action shall have commenced, and we shall not have received notice of any legal action, that could reasonably be expected to adversely affect the Offer.
No Adverse Change: No material adverse change in the Company’s business condition (financial or otherwise) assets, income, operations, prospects, or stock ownership shall have occurred.
Expiration of the Offer: The Offer expires at 5:00pm Eastern Time, on November 30, 2017, unless extended.
QUESTIONS AND ANSWERS ABOUT THE OFFER
We are offering to acquire up 150,000,000 outstanding shares of the Company restricted common stock, from accredited investors only, for $0.62 per Share, through a share exchange with our company, Evolution|AI which, as a requirement of the Transactions, will be a fully reporting public company upon closing of the Transactions. The following are some of the questions that you as a stockholder of Pulse Evolution Corporation may have about us and our Offer and answers to those questions.
Who is offering to buy my securities?
We are Evolution|AI Corporation, a Florida corporation recently organized by Wyndcrest Holdings, LLC, a Florida-based private investment holding company affiliated with Mr. John Textor, founder and former Chairman of Pulse Evolution Corporation. Evoution|AI Corporation is also a licensee of Pulse Evolution technology.
As the business of Pulse Evolution Corporation evolved to become intensively focused on entertainment properties and related productions, Evolution|AI was created in the field of Artificial Intelligence to pursue the long-held vision of its founder, Mr. Textor, that digital humans would have utility in society, in commerce and in education that stretched far beyond just entertainment industry applications. Evolution|AI was launched, with the approval of the Pulse Evolution board of directors, as a licensee of Pulse technology which its principals expect would be highly collaborative with, and beneficial to, the business of Pulse Evolution. Evolution|AI also has the benefit of a robust portfolio of technology, acquired from the legendary visual effects company Digital Domain, representing substantially all of the technology developed in connection with launch and operation of Digital Domain’s Florida animation studio. With the benefit of both the Digital Domain animation and studio technology portfolio, and the market-leading human animation technology licensed from Pulse Evolution Corporation, Evolution|AI is uniquely positioned to be a true pioneer in the multi-billion dollar industry that will likely develop around the deployment of artificially intelligent digital humans in society, commerce and education.
Please explain the Purchaser’s rationale for making the Offer at the Offer Price?
We believe the Company is undervalued and our Purchase of the Shares represents an attractive and strategic investment. At the recent closing price of $0.13 per share, the enterprise value of the Company is approximately $40 million, which is also the approximate value of capital invested in the development of technologies, celebrity estate relationships and related assets, entertainment business opportunities and company goodwill. We believe that a material portion of this invested capital has resulted in a collective value of technology, assets, contracts, and opportunity that far exceed the total amount of invested capital and the also the value of the Company based on our Offer Price.
Software and Know-how: We believe the Company has established the world’s highest known standard of hyper-realistic human animation with software tools and business know-how that are valuable to lines of business, even beyond the existing business model of the Company. While we support the Company’s current focus on its leading celebrity estate relationships, and productions in development, we believe the underlying value of the Company’s technology deployed in other business lines, such as software sales to the animation and visual effects segments, could provide material upside above our estimate of the Company’s target valuation of the Offer Price. The principals of the Purchaser have direct and relevant experience with the exploitation of ‘studio born’ VFX compositing technology that was successfully repositioned as marketable software for the animation and visual effects industry, ultimately leading to +80% market share and a software sale valuation of approximately $300 million. We believe the Company’s unique character rigging and animation technology may have even greater potential, than the aforementioned example, to be a leading suite of animation software tools for the industries of entertainment, games, virtual reality, augmented reality and artificial intelligence.
Existing Celebrity Estate Relationships and Contracts: We continue to believe the Company’s reputation for creating high quality digital likeness assets for leading celebrity estates positions the Company for significant revenue, especially now that the Company has recruited leading entertainment professionals into key leadership positions. We believe the economics of these relationships may become more obvious if the Company can continue to advance, with the help of these new management resources, from its recent state as a technology development company into a fully functional entertainment company. To be more specific, we believe that the value of the existing revenue share contract relationship with the Company’s first announced celebrity estate, alone, would justify as attractive our target valuation of the Company at the Offer Price. To the extent the new management of the Company can secure additional relationships and contracts, we believe there is significant upside to our target valuation.
We have a vested interest in the Company through our License of the Company’s Technology and our prospective acquisition of the Shares represents an attractive strategic opportunity. We view the acquisition of a majority interest in the Company as strategically attractive as we would benefit from closer collaboration with, and development of, the Company’s technology, and our own complementary technology, in support of future business opportunities.
NOTE REGARDING RISK: Our statements above regarding the value and opportunity of the Company represents only the opinion of Purchaser and should not be relied upon, in any way, by third parties in making investment decisions related to their ownership, or contemplation of ownership, of shares in Pulse Evolution Corporation. The Company is a non-reporting company whose limited disclosures with the Securities Exchange Commission, and disclosures made through other means, have disclosed material risks including, but not limited to its business plan, capitalization and liquidity, litigation, technology, and competition. This Offer is intended only as an invitation to shareholders of the Company, who are “accredited investors”, to enter into discussions regarding the sale of their Shares to Purchaser in a Transaction(s) that we believe offer(s) a more attractive investment proposition, specifically in light of the Company’s current filing status, than is represented by the Shares today. No party should rely on this Offer, or any of the information contained herein, as authoritative on the business or risks of the Company, or indicative of the value of the shares of the Company.
How much are you offering to pay?
We are offering to pay $0.62 per share, paid in the form of common shares of Purchaser, based on either a) the relative valuation of the Offer Price to the quoted 10-day average closing price of Purchaser, prior to closing of the Transactions and subject to completion of the Public Merger, or b) subject to the sole discretion of Purchaser, in the event of extreme volatility or lack of reliability of the quoted price of Purchaser, the issuance of shares of Purchaser with a price adjustment mechanism, or liquidation preference, structured to assure delivery of the Offer Price. Prospective sellers should seek and obtain advice from a qualified financial advisor in consideration of this offer. The actual value that may ultimately be realized through the Offer Price and the Transactions is entirely dependent on the value of the shares of Purchaser, at closing and over time. Purchaser’s business will have very different opportunities and risk scenarios than those of the Company and prospective sellers should be sure to understand fully the risk-and-return aspects of the Transactions. It is for this reason that the Offer is only being made to Accredited Investors who are fully capable and qualified to evaluate the Offer and all of its risks.
Please explain your determination of $0.62 per share as the Offer Price.
The Offer Price of $0.62 per share was established arbitrarily by Purchaser, based on its understanding of prior investments into the Company by qualified institutional and strategic investors. The Offer Price represents only the determination by Purchaser of a fair price, based solely on the opinion of Purchaser, to be offered for restricted common shares of the Company. Purchaser does not believe the Offer Price is indicative of the valuation, on a per share basis, of the Company and the Offer Price should not be relied upon by third parties as a qualified estimate of such valuation, or as a reference point for the value of the Company’s unrestricted shares as quoted on the over-the-counter markets.
What are the classes and amounts of securities sought in this offer?
We are seeking to purchase up to 150,000,000 of the outstanding shares of restricted common stock, $0.001 par value, of Pulse Evolution Corporation, or such lesser number of shares as are available for purchase, from accredited investors only. By separate offer, we also intend to extend a similar purchase offer to holders of preferred stock of Pulse Evolution Corporation, though such an offer may be offered at a higher purchase price than the offer described herein, to reflect the superior rights afforded holders of preferred stock as compared to holders of common stock. The Offer is not conditioned on any minimum number of shares required to be purchased.
Why would you not offer to buy free-trading stock from the “public float”?
Our company would only offer to purchase free trading stock if we were in a position to offer free trading stock in return. This would require the completion of a significant and time-consuming SEC registration process that we believe would not be attractive to current holders of Pulse Evolution Corporation public float shares. We believe the shares of “PLFX” are significantly undervalued and we believe that the holders of PLFX public float shares may have better valuation growth opportunities if Pulse Evolution Corporation were to become, as proposed, the fully reporting entertainment subsidiary of Purchaser, Evolution|AI Corporation, which would have an obligation to assure that Pulse Evolution Corporation was comprehensively audited and fully reporting, as such reporting standards would be a requirement of any subsidiary of the proposed fully reporting Evolution|AI Corporation.
With regard to the benefits offered to holders of restricted shares, we believe that our offer represents a substantial improvement to the current rights and opportunities of both common and preferred shareholders of Pulse Evolution Corporation. Currently, for such holders of restricted shares, there is no obvious path to liquidity as the current non-reporting status of the Company, combined with the onerous requirements for a non-reporting company to achieve an “up-listing” to an attractive stock exchange, presents a significant challenge for the holders of Pulse Evolution’s restricted shares. While the Company has a clear right and opportunity to become a fully reporting company on its own, we believe our Offer to represent a more efficient and attractive path to fully reporting status and an “up-listing” to a respected exchange.
Have any shareholders already entered into agreements requiring them to sell their shares to the Purchaser?
No. We have not yet entered into any agreements with any stockholder requiring the sale of their shares to us.
What are the most significant conditions of the offer?
The most significant conditions to this offer are the following, any or all of which may be waived, to the extent legally possible by us in our sole discretion:
Requirement of Fully Reporting Status: The consummation of the Transactions shall be subject to the closing of the Public Merger, thereby assuring the exchange of the Shares by the Pulse Shareholders for restricted common shares in Evolution|AI Corporation as a fully reporting public company. Neither the Purchaser, nor any holder of the Shares, shall be required to consummate the Transactions unless and until Evolution|AI Corporation has successfully merged into, or been acquired by, the contemplated public company that shall serve to assure for the benefit of both Purchaser and the sellers that the surviving company will be a fully reporting public company.
No Legal Action shall have commenced, and we shall not have received notice of any legal action, that could reasonably be expected to adversely affect the Offer.
No Material Adverse Change in the Company’s business condition (financial or otherwise) assets, income, operations, prospects or stock ownership shall have occurred.
No General Suspension of Trading in, or limitation on prices for or trading in, securities on any national securities exchange or in the over-the-counter markets in the United States or Canada or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred.
Can the offer be extended, and under what circumstances?
Given the nature and uniqueness inherent in the negotiation of transactions with individual sellers, some of whom may have different rights associated with their Sharers, we expressly reserve the right, in our reasonable discretion, but subject to applicable law, to extend the period of time during which the offer remains open.
How will I be notified if the offer is extended?
If we decide to extend the offer, we will inform prospective sellers by public press release.
May I sell only a portion of the shares that I hold?
Yes. You do not have to sell all of the shares that you own to participate in the Offer.
Can holders of vested stock options or holders of warrants participate in the offer?
The Offer is only for Shares and not for any options or warrants to acquire Shares. If you hold vested but unexercised stock options or exercisable warrants and you wish to participate in the Offer, you must exercise your stock options or warrants in accordance with the terms of the applicable stock option plan or warrant agreement and sell the Shares received upon the exercise in accordance with the terms of the Offer.
What does the board of directors of Pulse Evolution Corporation think of this offer?
We have made clear to the Company that our Offer should be perceived as a ‘friendly’ and supportive offer in every respect. We support current management of the Company and we intend only to be a resource and a solution for certain of the Company’s challenges as a public company. That said, as our Offer is not a tender offer for shares held by the general public, and our Offer is only being made to “accredited investors,” we have not asked the board of directors of the Company to approve the Offer or provide a recommendation with respect to the Offer. Under applicable law, no approval or recommendation by the Company’s board is necessary for us to commence or complete this Offer. We have, however, communicated to the board of directors our intent to make and publicize this Offer, by way of public release, as the only practical method by which we can effectively reach the more than 200 holders of restricted stock certificates. We are also evaluating the possibility that our offer may also be amended under certain circumstances to include unrestricted shares, even potentially those in the public float, if such shares are held by “accredited investors.” Again, we have also assured the Board that we support existing management of the company and that we sincerely believe the Transactions, which may result in Evolution|AI become a major stockholder (even the “parent”) of the Company, would be extremely beneficial to the business opportunities of the Company and to the liquidity goals held by all shareholders.
Following the Offer, will Pulse Evolution Corporation continue as a public company?
Yes. The completion of the Offer in accordance with its terms and conditions will not immediately affect the Company’s current standing as a publicly traded company. We do, however, believe that our Offer will result in a significant improvement in the Company’s transparency and reporting status, for the benefit of all shareholders of Pulse, even those who choose not to accept our Offer.
If I decide not to Sell, how will the offer affect my shares?
Shareholders who choose not to sell will own the same percentage ownership of the Company’s outstanding Shares following the consummation of the Offer. Pulse stockholders who do not sell their Shares pursuant to the Offer will continue to be owners of Pulse. As a result, such stockholders will continue to participate in the future performance of Pulse and to bear the attendant risks associated with owning their restricted Shares in the Company. We can give no assurance, however, as to the likelihood a stockholder may be able to sell his, her or its restricted Shares in the future.
Who should I contact if I have questions about the Offer?
lf you have any questions you should email your questions, including your contact information, to Questions@EvolutionAI.com.
LETTER OF TRANSMITTAL
To Indicate Intent to Sell to Purchaser Common Stock of
PULSE EVOLUTION CORPORATION
Pursuant to the Offer to Purchase Dated OCTOBER 30, 2017, by
By Mail, Hand or Overnight Courier By Email Transmission
Evolution|AI Corporation Offer@EvolutionAI.com
9995 SE Federal Highway, #1955
Hobe Sound, FL 33455
By Email Transmission
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA EMAIL, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY OR NOTICE TO THE PURCHASER. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW WITH SIGNATURE GUARANTEED OR NOTARIZED. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TO BE SOLD
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as
Name(s) appear(s) on Certificate(s))
Share Certificate(s) to be Sold
Share Certificate Number(s)
Total Number of Shares Represented by Certificate(s)
Shares to be Sold
This Letter of Transmittal is to be completed by stockholders of Pulse Evolution Corporation, only if such stockholders are “accredited investors,” as defined by Rule 501 under the Securities Act of 1933, as amended, and such stockholder is capable of evaluating the merits and risks of the Transactions contemplated hereby. This Letter of Transmittal must be accompanied by facsimiles of the Share Certificates proposed to be sold pursuant to the Offer to Purchase. Holders who propose to sell their Shares pursuant to the Offer and whose Share Certificates are not immediately available, whose Shares are held in book entry form, or who cannot present their Share Certificates and all other required documents prior to the expiration of the Offer must obtain evidence demonstrating ownership of such Share Certificates from the Company’s transfer agent, prior to the expiration date (as defined above and in the Offer to Purchase.
SOURCE: Evolution|AI Corporation