Solaris Terminates Proposed Deal to Acquire Assets of migme Limited; Will Now Simplify Its Business to Enhance Its Commercial...
August 31 2017 - 11:29AM
Marketwired
Solaris Terminates Proposed Deal to Acquire Assets of migme
Limited; Will Now Simplify Its Business to Enhance Its Commercial
Strategy and Scale Its Previous Pixel Mags Acquisition
NEW YORK, NY-(Marketwired - Aug 31, 2017) - Solaris Power Cells,
Inc. ("Solaris" or the "Company") (OTC: SPCL), a growth focused
digital media holding company engaged in the acquisition and
management of overlooked and undervalued media properties,
announces that it has formally terminated its proposed acquisition
of Project Goth, Inc. ("PGI"), a subsidiary of migme Limited
("Migme"). The proposed transaction, which was the subject of a
news release issued by Solaris on April 21, 2017, would have
resulted in Solaris acquiring all of the issued and outstanding
shares of stock of PGI, which held all of the operating assets and
intellectual property of Migme. In exchange, Solaris would have
issued to Migme that number of shares of the Company's common stock
representing 45% of the Company's common stock (calculated on a
fully diluted basis) at the Closing. The closing of the proposed
transaction (the "Closing") was conditioned on the satisfaction or
waiver of a number of conditions, including, though not limited to,
Migme and PGI raising at least One Million Five Hundred Thousand
Dollars ($1,500,000) in exchange for convertible loans on terms
acceptable to Migme and the Company. Solaris has determined that it
is in the best interest of the Company and its shareholders to
terminate the proposed transaction.
Solaris CEO Neil Kleinman said that termination of the proposed
acquisition will eliminate the dilution to be incurred by the
Company's shareholders, as well as the stress on the Company's
resources resulting from the integration of a foreign based
business. Following the termination of the proposed acquisition,
the Company will now focus on its Pixel Mags business and
acquisition candidates in order to strengthen the Company's
competitive position and enhance shareholder return.
"While we believed in the benefits of the proposed PGI
acquisition, we regret having to terminate the transaction.
However, we have always recognized the tremendous upside of our
core business, and we will now focus on it. Our charge is to now
focus on scaling and optimizing Pixel Mags through internal growth
and acquisitions," Kleinman said. "Solaris will now focus on Pixel
Mags and the market position it has already established. That
should enhance our commercial strategy and deliver value to our
shareholders."
Kleinman went on to outline the following additional actions
which may be undertaken by the Company in response to the
termination of the proposed acquisition:
Expansion of Current Operations: The Company will explore all
options to expand its Pixel Mags business. Revamping its sales
force and strategy is a key priority, as is exploring new markets
and customers.
Acquisition Opportunities: The Company believes that there are
number of acquisition opportunities which are more closely aligned
to its core business and which will result in less dilution than
the terminated acquisition. The Company will evaluate and, when
appropriate, pursue these opportunities.
Regulatory Compliance: The Company will focus on its SEC filings
and once again becoming a fully current and compliant filer with
the SEC.
"Solaris will work to maximize shareholder value," Kleinman
said. "We are now focused on our core business, proven technology,
and business model. Pixel Mags will be the engine to drive the
business and create the opportunity for Solaris to grow."
About Solaris Power Cells: Solaris Power Cells, Inc. (SPCL) is a
diversified holding company focused on the acquisition and
management of undervalued digital media assets. Formerly focused on
developing lithium battery technology for commercial applications,
the Company currently holds a robust portfolio of intellectual
property surrounding digital distribution. The Company's wholly
owned subsidiary, PixelMags, is a leading distribution-as-a-service
company which takes publishers' content and formats and natively
distributes to the varied digital newstands such as Apple, Google
and Readr platforms.
Forward-Looking Statements: This news release (and oral
statements made regarding the subjects of this release) contain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, (each a
"forward-looking statement"). The words "anticipate," "believe,"
"ensure," "expect," "if," "intend," "estimate," "project,"
"foresee," "forecasts," "predict," "outlook," "aim," "will,"
"could," "should," "potential," "would," "may," "probable,"
"likely," and similar expressions, and the negative thereof, are
intended to identify forward-looking statements. There are many
risks and uncertainties that could cause actual results to differ
materially from our forward-looking statements. These
forward-looking statements are also affected by the risk factors
described in the Company's Annual Report on Form 10-K for the year
ended December 31, 2014, Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 2015, recent Current Reports on Form
8-K, and other Securities and Exchange Commission filings available
through the SEC's Electronic Data Gathering and Analysis Retrieval
("EDGAR") system at: www.sec.gov. We undertake no obligation to
publicly update or revise any forward-looking statement.
Our expectations regarding our business outlook and business
plans; the business plans of our customers; wireless technology
market conditions; cost and availability of resources; economic,
legal and regulatory conditions, and other matters are only our
forecasts regarding these matters. The recipient of this
information is cautioned not to place undue reliance on
forward-looking statements. No representations or warranties are
made as to the accuracy of such forward-looking statements or
whether any of the projections included herein will be
realized.
Online Version of Press Release: You can read the online version
of this press release at:
https://in.finance.yahoo.com/quote/SPCL/press-releases?p=SPCL
Contact Information: Neil Kleinman 619-629-0922 Contact via
Email http://pixelmags.com/en/