MoviePass Entertainment Would Become a
Vertically Integrated Film Production, Marketing and Exhibition
Company
Helios and Matheson Analytics Inc. (Nasdaq: HMNY) (“HMNY”), a
provider of information technology services and solutions, today
announced that its Board of Directors preliminarily has approved a
plan to create a vertically integrated film production, marketing
and exhibition company. To do this, HMNY would create a new
subsidiary named MoviePass Entertainment Holdings Inc. (“MoviePass
Entertainment”) that would take ownership of the shares of
MoviePass Inc. (“MoviePass”) and other film related assets held by
HMNY.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20181023005691/en/
Helios and Matheson Analytics Inc.
announces preliminary plan to spin off MoviePass Entertainment
entity as separate public company (Photo: Business Wire)
“For many years, HMNY has been focused on data analytics, and in
that capacity we own assets like Zone Technologies which provides a
safety and navigation app for iOS and Android users and a global
security concierge service. Since we acquired control of MoviePass
in December 2017, HMNY largely has become synonymous with MoviePass
in the public’s eye, leading us to believe that our shareholders
and the market perception of HMNY might benefit from separating our
movie-related assets from the rest of our company,” said Ted
Farnsworth, Chairman and Chief Executive Officer of HMNY.
To that end, HMNY is endeavoring to create MoviePass
Entertainment Holdings as a separate publicly traded holding
company that would contain the following four assets: (i) the
shares of common stock of MoviePass Inc. (“MoviePass”), the
nation’s leading movie theater subscription service, held by HMNY,
which currently comprise approximately 92% of the outstanding
shares (excluding options and warrants) of MoviePass, (ii) the
membership interests of MoviePass Films LLC (“MoviePass Films”),
HMNY’s movie production company partnered with Emmett Furla Oasis
Films, held by HMNY, equal to 51% of the outstanding membership
interests of MoviePass Films, (iii) the membership interests of
MoviePass Ventures LLC (“MoviePass Ventures”), an acquirer and
owner of economic interests in completed films, held by HMNY, equal
to 100% of the outstanding membership interests of MoviePass
Ventures, and (iv) Moviefone™, a multimedia media information and
advertising service.
If permitted to do so under applicable Delaware law, HMNY plans
to distribute a minority of the outstanding shares of MoviePass
Entertainment common stock as a dividend to stockholders of HMNY as
of a record date that is yet to be determined, with HMNY retaining
control of MoviePass Entertainment upon any such distribution.
Holders of any outstanding convertible notes issued by HMNY in
November 2017 and January 2018 and certain warrants of HMNY, as of
the applicable record date, would be entitled to participate in any
distribution of MoviePass Entertainment shares to the extent
required by the terms of such notes and warrants. As previously
reported in a Current Report on Form 8-K filed by HMNY on October
4, 2018, all the convertible notes issued by HMNY in June 2018 have
been cancelled.
Regardless of whether HMNY can effect a dividend of a portion of
the MoviePass Entertainment shares held by it under Delaware law,
HMNY plans to seek to cause MoviePass Entertainment to become a
separate public company listed on Nasdaq or an alternate trading
market, if MoviePass Entertainment can satisfy the applicable
initial listing criteria of the applicable exchange or trading
market.
Following any distribution of shares of MoviePass Entertainment
and/or MoviePass Entertainment becoming a separate public company,
HMNY plans to retain its ownership of Zone Technologies Inc.
(“Zone”) and would discontinue its previously announced plan to
spin off Zone, and may pursue other acquisitions intended to create
value for its stockholders. HMNY plans to continue focusing on data
analytics and consumer centric technologies.
“We believe this new vertically integrated entertainment
ecosystem, if achieved, would provide a sharper market focus, and
that the combination of these four business lines under the
MoviePass Entertainment umbrella would produce substantial
synergies that we believe will generate value for our shareholders,
subscribers, and business partners,” said Farnsworth.
A dividend of MoviePass Entertainment shares and/or a
contemplated listing of MoviePass Entertainment on Nasdaq or an
alternate trading market are subject to numerous conditions,
including, without limitation, completion of the contemplated
reorganization described in this release, completion of audited
financial statements of MoviePass Entertainment, the filing and
effectiveness of a Registration Statement on Form S-1 to be filed
by MoviePass Entertainment with the Securities and Exchange
Commission (“SEC”), the approved listing of shares of MoviePass
Entertainment on Nasdaq or an alternate trading market, and HMNY
being permitted to distribute MoviePass Entertainment shares under
Delaware law, of which there is no assurance. HMNY is in the
process of evaluating the tax consequences, if any, of the proposed
reorganization and distribution of MoviePass Entertainment shares
(if and to the extent permitted under Delaware law).
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of any securities in any state or other jurisdiction in
which such offer, solicitation or sale is not permitted.
About Helios and Matheson Analytics
Helios and Matheson Analytics Inc. (Nasdaq: HMNY) is a provider
of information technology services and solutions, offering a range
of technology platforms focusing on big data, artificial
intelligence, business intelligence, social listening and
consumer-centric technology. HMNY currently owns approximately 92%
of the outstanding shares (excluding options and warrants) of
MoviePass Inc., the nation’s premier movie-theater subscription
service, 100% of the outstanding equity interests of MoviePass
Ventures LLC, and 51% of the outstanding equity interests of
MoviePass Films LLC. HMNY also owns Moviefone™, a multimedia media
information and advertising service. HMNY’s holdings include
RedZone Map™, a safety and navigation app for iOS and Android
users, and a community-based ecosystem that features a socially
empowered safety map app that enhances mobile GPS navigation using
advanced proprietary technology. HMNY is headquartered in New York,
NY and listed on the Nasdaq Capital Market under the symbol HMNY.
For more information, visit www.hmny.com.
Cautionary Statement on Forward-looking Information
Certain statements in this communication contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 or under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (collectively, “forward-looking statements”) that
may not be based on historical fact, but instead relate to future
events, including without limitation statements containing the
words “believe”, “may”, “plan”, “will”, “estimate”, “continue”,
“anticipate”, “intend”, “expect”, “project” and similar
expressions. All statements other than statements of historical
fact included in this communication are forward-looking
statements.
Such forward-looking statements are based on a number of
assumptions. Although HMNY’s management believes that the
assumptions made and expectations represented by such statements
are reasonable, there can be no assurance that a forward-looking
statement contained herein will prove to be accurate. Actual
results and developments (including, without limitation, the
ability of HMNY to complete the planned reorganization described in
this release, completion of audited financial statements for
MoviePass Entertainment following such reorganization, the filing
and effectiveness of a registration statement on Form S-1
registering shares of MoviePass Entertainment, and the ability of
MoviePass, MoviePass Films, MoviePass Ventures and Moviefone™ to
create financial benefits for each other and to derive synergies
under the direct ownership of MoviePass Entertainment) may differ
significantly from those expressed or implied by the
forward-looking statements contained herein and even if such actual
results and developments are realized or substantially realized,
there can be no assurance that they will have the expected
consequences or effects. Risk factors include, without limitation,
the risk that the conditions to the completion of the
reorganization are not satisfied, including the inability of
MoviePass Entertainment to complete the necessary audited financial
statements and to file and have its registration statement on Form
S-1 declared effective by the SEC, the risk that the synergies and
benefits from the reorganization will not be fully realized or may
take longer than expected to realize, the risk that MoviePass
Entertainment will be unable to satisfy Nasdaq’s or the applicable
alternate trading market’s initial listing criteria, the risk that
HMNY may not have the required surplus or cash flow solvency under
Delaware law to effect a distribution of shares of MoviePass
Entertainment to HMNY’s securities holders, and those risk factors
described in HMNY’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017, its quarterly reports on Form 10-Q for the
quarters ended March 31, 2018 and June 30, 2018 and other filings,
including subsequent current and periodic reports, information
statements and registration statements filed with the U.S.
Securities and Exchange Commission. You are cautioned to review
such reports and other filings at www.sec.gov.
Given these risks, uncertainties and factors, you are cautioned
not to place undue reliance on such forward-looking statements and
information, which are qualified in their entirety by this
cautionary statement. All forward-looking statements and
information made herein are based on HMNY’s current expectations
and HMNY does not undertake an obligation to revise or update such
forward-looking statements and information to reflect subsequent
events or circumstances, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181023005691/en/
HMNY Contact:The Pollack PR Marketing GroupStephanie
Goldman/Mark Havenner, 310-556-4443sgoldman@ppmgcorp.com /
mhavenner@ppmgcorp.com
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