2014: 30m 2015: 48m Current: 60m plus (see Uncle Festers sticky)
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On 5/23, we saw an 8k outlining a share swap/Reverse Merger that places PixelMags (pixelmags.com) into the SPCL shell. Pixelmags is a content creation and distribution company that is described in the pixelmags story (https://vimeo.com/53719355), the "world's largest digital distribution company."
What they do is provide print publications (magazines,catalogs, other) reformatting services and a distribution system so those magazines can be read across several platforms--apple, android, PC, and soon the new blackberry. They also allow people to upload and publish their own original content for distribution. The have revenues from content creation, content distribution, ads, and, of course, user data.
This is under the radar by design. From the Share Exhange Agreement:
Quote: 6.1 Publicity. No publicity release or announcement concerning this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby shall be issued without advance approval of the form and substance thereof by Holdings except as may otherwise be required by law (in which case the party making such release or announcement will provide concurrent or, if practicable, prior notice to the other Parties hereto).
This will give some insight into their market: Pixelmags media kit:
According to Soumya Mutsuddi, a lead research analyst at Technavio for publishing and advertising, “The digital magazine platform is expected to grow from 14% in 2015 to 35% in 2020 in the global magazine publishing market. The number of digital magazine subscriptions is anticipated to increase due to the increased preference for digital platforms.”
2) "Digital Editions Gain Market Share"
Considering Pixelmags is the "world's largest digital content distributor" with some of the biggest names in publishing as clients, this article should make longs here smile.
The article addresses two areas in which Pixelmags excels: first, that readers want a more immersive experience with added features in the digital versions; and second, that readers want value in addition to those features. Pixelmags provides both the added features and a subscription plan that reduces cost per magazine to less than the print versions.
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This deal seems to have been in the works for some time, going back to February.
Pixel Holdings, Inc. did a swap with VC2 Capital /Vert Capital in February as part of the lead-up to the swap with SPCL. Pixel Holdings, Inc. "sold" pixelmags to SPCL through the stock swap to RM into the SPCL shell.
Interesting note: Shutterstock was in fact controlled by Pixel Holdings, Inc., until Shutterstock merged with Pixel holdings, Inc.
They are serious about getting this deal right. They intend to uplist, as mentioned in the Share Exchange Agreement:
Quote: 5.2 Boards of Directors. On the Closing Date, Holdings shall have the right to designate three (3) members to the board of directors of Solaris (the “Holdings Designee”) and one member of the board of directors of Solaris shall be designated by the existing management of Solaris (the “Solaris Designee”). Following the Closing Date, Holdings shall select sufficient number of independent directors who shall be persons meeting requirements of independence in accordance with the listing and maintenance rules and regulations of the Nasdaq Capital Markets or the NYSE:Amex relating to the potential uplisting of Solaris Common Stock.
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I have watched the officer list closely and have followed Michael Pope's LinkedIn page. He signed the 8k as "president" of Pixelmags and had that title on his Linked in page UNTIL mid July. Adam Levin signed the 8k for Pixel Holdings, Inc. (make sense, since the February VC2 / Vert swap with Pixel Holdings, Inc.)
Michael Pope is managing director of Vert Capital (remember above, Vert / Pixel Holdings, Inc swap. then Pixel Holdings / SPCL swap. He is also president of Boxlight/Mimio.
A Vert Capital Associate (since March 2015), Kip Madden is COO of PixelMags (since April 2015). He was still COO. That is easy to confirm. I called the L.A. office and asked. That Madden remains COO make sense to me--why disrupt daily operations? That Pope no longer lists PixelMags on his linkedIn also makes sense and is, to me, evidence that this is following the plan and in process. See below.
What does this tell us? Well, the Share Exchange Agreement (before the 8k), tells us this:
Quote: 5.8 Resignations. On the Closing Date, the Company shall deliver to Solaris, the resignations of all Persons who held positions as members of the board of directors of the Company and were in office immediately prior to the Closing.
So, this all seems to be going as planned, and considering the timeline, the increase in bids, and the volume and accumulation, IMO we will know MUCH more VERY soon..
DD on SPCL – Super Value here.. Courtesy of HokieHead
With the pending reverse merger and splits involved I decided to analyze the change in share structure, give details on the share structure and most importantly come up with a valuation of the current shares.
My valuation on the current shares places the shares at a target of $0.0022 (worse case) to $0.0263 (best case), that’s a 633% to 8,667% gain. Below I will show how I came to these figures. Say I’m crazy but this reverse merger (look at the merger, not the split!) is a mother lode.
Let’s look at the share structures first:
Current: Authorized: 2.17 Billion Commons: 2.16 Billion Preferred: 10 Million
Outstanding: 1.83 Billion Current PPS: $0.0003 Current Market Cap: $549,000
After Merger/Splits: Authorized (1/10): 217 Million Commons (less preferred): 207 Million Preferred (no change): 10 Million
Until we see the financials on the new company, from the DD I’ve done,PixelMags revenues are in the $48 million range and growing. These 3 sites confirm it:
I kept the valuation of the incoming company to a 1x sales valuation for simplicity. Price to Sales ratios in the Software & Programming industry average anywhere from 4-9x sales so I’m low balling this as well.
http://csimarket.com/Industry/industry_valuation_ttm.php?ps&ind=1011 Best Case: Putting a $48 million market cap (1x sales) on the post-merger company with the post-split outstanding of 18.3 million shares, that would place the PPS at $2.63 ($48m/18.3m os), or $0.0263 pre-merger/split, that’s 87x higher than the current PPS.
Worse Case: Putting a $48 million market cap (1x sales) on the post-merger company with the post-split shares maxed out at the 217 million authorized shares (maxed out but I don’t see this happening), that would place the PPS at $0.22 ($48m/217m as), or $0.0022 pre-merger/split, or 7x higher than the current PPS.
Conclusion:
Let’s wait the see the filings, etc. but currently SPCL is 7-88x undervalued at this level imo. Those that are only looking at the reverse split and saying this is a bad thing are caught in the penny scam mindset that all reverse splits are bad. Look at the incoming value of the merger! The current SPCL shareholders will own just over 8% of the incoming company. This will be a company with $50 million in revenues and growing, 217 million shares authorized, 18 million shares outstanding and only a $550,000 market cap. Even if you maxed out the shares to the authorized post-split (won’t happen) you have only a $6.5 million market cap. That’s trading at .13x sales, cheap!
This imo is like getting in on a big technology IPO at inside ownership levels. Do some DD on PixelMags; this would be a hot hot play if they were coming public through the more expensive IPO route. The reverse merger route is cheaper and better for everyone involved. I would rather own 8% of PixelMags, a possible hot tech play (FB, GOOG, etc.) that will most likely up list to a major exchange and garner a market cap in the $100’s of millions than 100% of SPCL, or basically nothing.
Anyone remember TTC*, announced a merger with a software company and with close to 3 billion in outstanding shares ran from $0.0004 to $0.037 in a few months. $1,000 invested there at $0.0004 went to $92,500 at $0.037.
That company did not already have close to $50 million in revenues like PixelMags has, had a bigger share structure and still ran almost a 100 times higher. SPCL will be bigger. If you own and have shares at this level congrats, I think big things coming here in the next few weeks and months. Don’t let anyone try and talk you out of your shares.
On 5/23, we saw an 8k outlining a share swap/Reverse Merger that places PixelMags (pixelmags.com) into the SPCL shell. Pixelmags is a content creation and distribution company that is described in the pixelmags story (https://vimeo.com/53719355) as the "world's largest digital distribution company." The market for digital magazines is projected to be 35b/year by 2020 (see the learn more link).
What they do is provide print publications (magazines,catalogs, other) reformatting services and a distribution system so those magazines can be read across several platforms--apple, android, PC, and soon the new blackberry. They also allow people to upload and publish their own original content for distribution. The have revenues from content creation, content distribution, ads, and, of course, user data.
This will give some insight into their market: Pixelmags media kit:
Great success in everything he has been involved in...
This is the most interesting part:
"Prior to Plastc Ryan co-founded PixelMags, where he led the commercial operations of the business from inception to a business generating over $30M in digital magazine sales annually."
The financial information required by this Item 9.01 is not being filed herewith. It shall be filed not later than 71 days after the date on which the acquisition of Pixel contemplated by this Current Report on Form 8-K is consummated."
When was in consummated or closed?
"The closing of the transactions under the Exchange Agreement (the “Closing”) will occur on or about May 31, 2016, unless a later date shall be selected by the
5.2 Boards of Directors. On the Closing Date, Holdings shall have the right to designate three (3) members to the board of directors of Solaris (the “Holdings Designee”) and one member of the board of directors of Solaris shall be designated by the existing management of Solaris (the “ Solaris Designee ”). Following the Closing Date, Holdings shall select sufficient number of independent directors who shall be persons meeting requirements of independence in accordance with the listing and maintenance rules and regulations of the Nasdaq Capital Markets or the NYSE:Amex relating to the potential uplisting of Solaris Common Stock.
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*****Vert Capital shows PIxelMags in their portfolio companies*****
That shows how deeply Vert Capital is involved in this RM and they must have almost completed this RM otherwise they will never show PIxelMags in their portfolio companies
Below is the image from Vert Capital website which shows PIxelMags in their portfolio companies
Below on Vert Capital and their executives which we all know
I like Vert Capital Executives in 8K
8K was signed by Vert Capital Executives who specialize in Mergers & Acquisitions
Below LinkedIn page os Vert Capital says company specialize in Mergers & Acquisitions Vert Capital
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