LAS VEGAS, March 19, 2019 /PRNewswire/ -- Remark Holdings,
Inc. (NASDAQ: MARK), a diversified global technology company with
leading Artificial Intelligence (AI) solutions and digital media
properties, today announced that it has entered into an agreement
to sell Vegas.com, LLC to VDC-MGG Holdings LLC, an affiliate of
Remark's senior lenders, for an anticipated enterprise value of
approximately $45 million. The cash
proceeds of the transaction will be used to pay amounts due to
Remark's senior lenders, leaving only approximately $10 million of remaining debt owed to the senior
lenders. The sale of Vegas.com will transform Remark into a pure
play AI company.
"We purchased Vegas.com three years ago as a turn-around
opportunity. We have increased both revenue and profitability and
successfully achieved our monetization goals. It's time to
transition the business to new ownership and focus on the future of
our high growth AI business," said Kai-Shing Tao, Chairman and Chief Executive
Officer of Remark.
"The VDC-MGG Holdings LLC transaction favorably positions us to
significantly reduce debt, restructure the balance sheet and
streamline cost structures. It will enable us to
strategically expand KanKan and further develop our proprietary
technologies. We are now centered on building KanKan and
taking advantage of our cumulative investment in excess of
$15 million in proprietary
technologies to pursue the tremendous opportunities in
the worldwide AI space in retail, advertising, entertainment,
finance, safety, and security. With this divestment, our
ability to secure strategic and financial partnerships with key
players across multiple sectors will greatly increase.
"Our KanKan AI retail solution is already off to a strong start
in 2019. We continue to demonstrate its effectiveness in
elevating engagement, driving transactions and fostering deeper
connections with shoppers while lowering consumer costs. We
are also progressing in the roll out of our KanKan safety/security
initiatives by developing client solutions aimed at construction
sites, campuses, restaurants, and traffic monitoring and
enforcement.
"The KanKan platform supports highly tailored, yet
easy-to-install AI solutions aimed at solving specific problems,
reducing risk and delivering positive outcomes across multiple
industries. As we make ongoing progress in deploying our products
and scaling our business, we expect to build a stream of recurring
revenues, supported by modest recurring capital costs, and
operating leverage.
"We also continue to believe there is significant untapped value
in our digital media assets, principally our minority ownership
stake in Sharecare.com."
The sale of Vegas.com remains subject to certain closing
conditions, including approval of the transaction by Remark's
stockholders. Remark will hold a special meeting of stockholders to
obtain stockholder approval for the transaction. The closing of the
transaction is expected to take place during the second quarter of
2019.
About Remark Holdings, Inc.
Remark Holdings, Inc. (NASDAQ: MARK) delivers an integrated
suite of AI solutions that enable businesses and organizations to
solve problems, reduce risk and deliver positive outcomes. The
company's easy-to-install AI products are being rolled out in a
wide range of applications within the retail, financial, public
safety and workplace arenas. The company also owns and operates
digital media properties that deliver relevant, dynamic content and
ecommerce solutions. The company is headquartered in Las Vegas, Nevada, with additional operations
in Los Angeles, California and in
Beijing, Shanghai, Chengdu and Hangzhou, China. For more information, please
visit the company's website at www.remarkholdings.com.
Important Information for Investors and Stockholders
This press release may be deemed solicitation material in
respect of the proposed sale by Remark Holdings, Inc. (the
"Company") of Vegas.com, LLC. In connection with the proposed
transaction, the Company will file relevant materials with the
Securities and Exchange Commission (the "SEC"), including a
definitive proxy statement that will be mailed to stockholders of
the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the proxy statement (when available) and other documents filed
with the SEC by the Company through the website maintained by the
SEC at www.sec.gov. In addition, the proxy statement and our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or
furnished pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 are available free of charge through our
website at www.remarkholdings.com as soon as reasonably practicable
after they are electronically filed with, or furnished to, the
SEC.
Certain Information Regarding Participants
The Company and its directors and executive officers may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of the Company is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the SEC
on April 2, 2018 and its proxy
statement for its 2018 annual meeting of stockholders, which was
filed with the SEC on April 18, 2018.
Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become
available. You may obtain these documents (when they become
available) free of charge through the website maintained by the SEC
at www.sec.gov.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of federal securities laws. The Company's actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, the Company's expectations with respect to their
beliefs, plans, goals, objectives, expectations, anticipations,
assumptions, estimates, intentions and future performance, as well
as anticipated financial impacts of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction
and the timing of the completion of the proposed transaction.
Forward-looking statements involve significant known and unknown
risks, uncertainties and other factors, which may cause their
actual results, performance or achievements to be materially
different from the future results, performance or achievements
expressed or implied by such forward-looking statements. All
statements other than statements of historical fact are statements
that could be forward-looking statements. Most of these factors are
outside the parties' control and are difficult to predict. The
risks and uncertainties referred to above include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreements for the proposed transactions or could
otherwise cause the proposed transactions to fail to close; (2) the
outcome of any legal proceedings that may be instituted against the
Company following the announcement of the transaction agreements
and the proposed transactions; (3) the inability to complete the
proposed transactions, including due to failure to obtain approval
of the stockholders of the Company or other conditions to closing
in transaction agreements; (4) the receipt of an unsolicited offer
from another party for an alternative business transaction that
could interfere with the proposed transactions; (5) the risk that
the proposed transactions disrupt current plans and operations as a
result of the announcement and consummation of the proposed
transactions; (6) the ability to recognize the anticipated benefits
of the proposed transactions; (7) costs related to the proposed
transactions; (8) changes in applicable laws or regulations; (9)
the possibility that the Company may be adversely affected by other
economic or business conditions, and/or competitive factors; and
(10) other risks and uncertainties detailed from time to time in
the Company's filings with the SEC, including the Company's annual
report on Form 10-K for the year ended December 31, 2017. These risks could cause actual
results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.
Unless otherwise required by applicable law, the Company assumes no
obligation to update the information contained in this press
release, and expressly disclaim any obligation to do so, whether as
a result of new information, future events or otherwise.
Company Contact:
Alison
Davidson
Remark Holdings, Inc.
adavidson@remarkholdings.com
702-701-9514
Investor Relations Contact:
Brad Edwards
The Plunkett Group, Inc.
Brad@ThePlunkettGroup.com
914-582-4187
View original content to download
multimedia:http://www.prnewswire.com/news-releases/remark-holdings-announces-agreement-to-divest-vegascom-300814757.html
SOURCE Remark Holdings, Inc.