BLACK PEARL COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF SELECTIS HEALTH, INC.

Rhea-AI Summary

Black Pearl Equities has commenced a cash tender offer to acquire all outstanding shares of Selectis Health (OTCQB: GBCS) at $5.75 per share, under a June 22, 2026 Agreement and Plan of Merger between Black Pearl affiliates and Selectis.

The offer expires at 5:00 p.m. New York City time on August 10, 2026, unless extended. Closing conditions include at least 70% of outstanding shares being validly tendered, required regulatory approvals, and other customary conditions, with no financing contingency disclosed.

After the tender, Black Pearl plans a short-form merger under Utah law, cashing out remaining shares at $5.75 per share, without interest and subject to tax withholding. Selectis’ board unanimously recommends shareholders accept the offer. Laurel Hill Advisory Group is information agent and Broadridge Corporate Issuer Solutions is depositary.

Positive

• All-cash tender offer at $5.75 per Selectis Health share
• Minimum tender condition set at 70% of outstanding shares
• Transaction structured with no financing contingency
• Planned short-form merger provides same $5.75 cash consideration to remaining holders
• Selectis board unanimously recommends shareholders tender their shares

Negative

• Tender offer closing conditioned on at least 70% of shares being validly tendered
• Completion requires regulatory approvals and other customary closing conditions
• Short-form merger expected without a stockholder vote once conditions are met

News Explained

The offer has started, but ownership changes only if conditions are met; completed shares would be bought for $5.75 cash and remaining shares merged.

The July 13, 2026 release announces that Black Pearl has commenced a tender offer under a June 22, 2026 merger agreement; if completed, it would acquire Selectis Health and pay tendering holders $5.75 per share in cash.

Completion is conditional on valid tenders representing at least 70% of Selectis's outstanding common shares, required regulatory approvals, and other customary closing conditions; the offer is scheduled to expire at 5:00 p.m. on August 10, 2026, unless extended.

The offer is not subject to financing contingencies. The structure has two steps: the tender offer, followed promptly if it is completed by a merger of a wholly owned subsidiary into Selectis, which is expected to be a short-form merger without a stockholder vote.

In that merger, each remaining outstanding share covered by the stated terms would be converted into the right to receive $5.75 in cash, subject to tax withholding and specified exceptions, so the ownership change and cash-out are commitments of the transaction mechanics but are not yet completed.

The next named disclosure milestones are Black Pearl's Schedule TO and Selectis's Schedule 14D-9, including the board's stated recommendation, when filed with the SEC.

News Market Reaction – GBCS

+1.73%

+1.73% Session close to close

In the Jul 13 session, GBCS gained 1.73%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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NEW YORK, July 13, 2026 /PRNewswire/ -- Black Pearl Equities, a New York-based investment group (together with its affiliates, "Black Pearl"), today announced that it has commenced a tender offer to purchase all of the outstanding shares of common stock of Selectis Health, Inc. (OTCQB: GBCS) ("Selectis" or the "Company"), a healthcare company, for $5.75 per share in cash.

The tender offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2026, by and among affiliates of Black Pearl and the Company.

Unless extended, the tender offer will expire at 5:00 p.m., New York City time, on August 10, 2026. Consummation of the tender offer is subject to certain conditions, including the valid tender of at least 70% of the outstanding shares of Selectis common stock in the tender offer, receipt of required regulatory approvals, and other customary closing conditions.  The transaction is not subject to any financing contingencies.

As promptly as practicable following the completion of the tender offer, Black Pearl will acquire all remaining shares of the Company through a merger of a wholly owned subsidiary into the Company.  In the merger, each outstanding share of Selectis common stock (other than those owned by the Company, its subsidiaries, Black Pearl and any stockholders that have exercised appraisal rights under Utah law) will be converted into the right to receive $5.75 per share in cash, without interest and subject to any required tax withholding.  The merger is expected to be effected as a short-form merger under the Utah Revised Business Corporation Act without a stockholder vote, as promptly as practicable following completion of the tender offer.

Black Pearl will file today with the U.S. Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO that sets forth in detail the terms of the tender offer. Selectis will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the unanimous recommendation of the Company's board of directors that Selectis stockholders accept the tender offer and tender their shares.

The information agent for the tender is Laurel Hill Advisory Group. Selectis stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials, or who have questions regarding the tender offer, should contact the information agent toll free at (844) 305-2265 or by email at GBCS@laurelhill.com.  

Broadridge Corporate Issuer Solutions, LLC is acting as depositary for the tender offer.

Important Information

This press release is for informational purposes only and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Selectis' common stock. Upon the commencement of the tender offer, Black Pearl will file a Tender Offer Statement on Schedule TO, containing an Offer to Purchase, a form of Letter of Transmittal and other related tender offer documents with the SEC, and Selectis will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Selectis' stockholders are strongly advised to read these tender offer materials carefully and in their entirety when they become available, as they may be amended from time to time, because they will contain important information about the tender offer that Selectis' stockholders should consider prior to making any decisions with respect to the tender offer. Once filed, Selectis' stockholders will be able to obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov or by directing a request to the information agent toll free at (844) 305-2265.

Forward-Looking Statements

This press release contains "forward-looking statements". Forward-looking statements can be identified by words like "may," "will," "likely," "should," "expect," "anticipate," "future," "plan," "believe," "intend," "goal," "seek," "estimate," "project," "continue," and variations of such words and similar expressions. These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to, risks related to: (i) the satisfaction of the conditions to closing the transaction in the anticipated timeframe or at all; (ii) the failure to obtain necessary regulatory approvals; (iii) the ability to realize the anticipated benefits of the transaction; (iv) the ability to successfully integrate the businesses; (v) disruption from the transaction making it more difficult to maintain business and operational relationships; (vi) the negative effects of this announcement or the consummation of the proposed transaction on the market price of Selectis' common stock; (vii) significant transaction costs and unknown liabilities; (viii) litigation or regulatory actions related to the proposed transaction; and (xi) the failure to obtain the necessary financing to complete the transaction. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

The forward-looking statements included in this press release are made only as of the date of this release, and except as otherwise required by federal securities law, neither Selectis nor Black Pearl assumes any obligation nor do they intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

About Selectis Health, Inc.

Selectis Health, Inc. is a healthcare owner-operator that acquires, develops, and manages skilled nursing facilities, assisted living facilities, and independent living facilities across the South and Southeastern United States. The Company currently operates eight properties in Arkansas and Oklahoma, providing post-acute and skilled nursing care, assisted and independent living services, and continuing care retirement programs, with reimbursement sourced through Medicare, Medicaid, and private pay arrangements. Selectis is focused on delivering quality resident care while pursuing strategic growth opportunities in an expanding senior healthcare market.

Contact

Selectis Health, Inc.
600 17th Street, Suite 2800
Denver, CO 80202

About Black Pearl

Black Pearl is a dynamic investment firm, advisory, and consultancy strategically diversified across healthcare sectors. Headquartered in Brooklyn, New York, Black Pearl fosters strategic synergies and facilitates high-impact transactions.

Contact

Anthony Vitellozzi
Laurel Hill Advisory Group
(844) 305-2265
GBCS@laurelhill.com

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SOURCE Black Pearl Equities

FAQ

What are the key terms of Black Pearl's tender offer for Selectis Health (OTCQB: GBCS)?

Black Pearl is offering $5.75 in cash per Selectis Health share for all outstanding common stock. According to Black Pearl, the offer is part of a merger agreement dated June 22, 2026 and is not subject to any financing contingencies.

When does the Black Pearl tender offer for Selectis Health (GBCS) expire?

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on August 10, 2026, unless extended. According to Black Pearl, shareholders must validly tender their shares by this deadline for them to be counted toward closing conditions.

What conditions must be met for the Selectis Health (GBCS) tender offer to close?

Closing requires at least 70% of outstanding Selectis shares to be validly tendered, plus required regulatory approvals and other customary conditions. According to Black Pearl, the transaction is not subject to a financing contingency, but all stated conditions must still be satisfied or waived.

What happens to remaining Selectis Health (GBCS) shares after the tender offer?

After completion of the tender offer, Black Pearl plans to merge a subsidiary into Selectis and acquire remaining shares. According to Black Pearl, each remaining share will receive $5.75 in cash, without interest and subject to applicable tax withholding, in a short-form merger under Utah law.

How has the Selectis Health (GBCS) board responded to Black Pearl's tender offer?

The Selectis Health board has unanimously recommended that shareholders accept the tender offer and tender their shares. According to Selectis, this recommendation will be included in a Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission.

Where can Selectis Health (GBCS) shareholders find the official tender offer documents?

Shareholders can access the Tender Offer Statement on Schedule TO and the Schedule 14D-9 for free at www.sec.gov. According to Black Pearl and Selectis, additional copies and assistance are available from Laurel Hill Advisory Group at (844) 305-2265 or GBCS@laurelhill.com.