Replies to post #1082 on Pulse Evolution Corp (PLFX)

[RandomWalk44]

It's accurate - $1.38 is the deal - and your quote is from the wrong press release

There were two separate press releases on the same June 14 day from Recall Studios and the language you quote referencing $0.50 is not from the tender offer press release. That language is only from the press release announcing their private acquisition of a large Pulse shareholder:

"Under the terms of the transaction, subject to certain conditions precedent as described in definitive documentation, Recall Studios will pay $200 million (the “Purchase Price”) to Evolution AI Corporation shareholders in the form of newly issued common stock of Recall Studios, in exchange for 100% of the common stock of Evolution AI Corporation, which shall include an approximate 60% ownership interest in Pulse Evolution Corporation. The Purchase Price is based on an initial negotiated valuation of $0.50 per share of Recall Studios common stock, subject to a ‘min-max’ adjustment based on the average trading price of Recall Studios shares, such terms more fully outlined in the definitive share exchange agreement executed between the parties."

The $0.50 assumption for Recall in the above paragraph means that Evolution AI will get 400 million shares of Recall totaling $200 million of value. The min-max adjustment means they might get more or less shares of Recall for that same $200 million, depending on the market fluctuations of Recall stock.

This press release is NOT the tender offer press release of $1.38 per share. The language above only relates to the private deal.

[RandomWalk44]

$1.38 value - this is from the correct press release

https://globenewswire.com/news-release/2018/06/14/1524782/0/en/Recall-Studios-Offers-to-Purchase-Pulse-Evolution-Common-Stock-at-1-38-per-Share.html

"Recall Studios (OTC: “BTOP”) today announced its offer to purchase 100% of the unrestricted and open-market shares of Pulse Evolution Corporation (OTC:”PLFX”) for $1.38 per share. Together with its acquisition of Evolution AI Corporation, which was also announced today, the proposed tender offer would result in Pulse Evolution Corporation becoming a majority-owned subsidiary of Recall Studios, Inc."

Nowhere in this press release does it mention a min-max assumption or the $0.50 per share.

But as investors we can speculate what the deal would be depending on the share price of Recall at the time the tender happens. If the shares are at $0.50 per share, then Recall would have to give 2.76 Recall shares for each 1 share of Pulse to deliver $1.38 in value. If the Recall shares climb to $0.75 per share in the market, then Recall would have to give 1.84 shares of Recall stock to deliver $1.38 per share. And if the bottom falls out of the market for Recall shares and the shares drop to $0.25 per share then Recall has to give 5.5 shares of Recall stock for each share of Pulse stock in order to deliver the $1.38

It's a clear press release. It says $1.38 per pulse share. It's confirmed again in yesterdays press release from Pulse - $1.38

People just need to read the black and white as black and white. Exchange offer math is really simple. It works on the exchange value of $1.38 and regardless of the changes in the Recall stock, the tender offer is at $1.38

People on this board say the market is not buying this deal. The market is also holding the Recall shares pretty stable at $0.45 per share. That's the number that matters to Pulse shareholders - because that means 3 shares of Recall for each Pulse share held.