LAUREL HILL ADVISORY TO ACT AS INFORMATION AGENT AS BLACK PEARL COMMENCES TENDER OFFER FOR ALL OUTSTANDING SHARES OF SELECTIS HEALTH, INC.

Rhea-AI Summary

Selectis Health (OTCQB: GBCS) has become the target of a cash tender offer launched by New York-based investment group Black Pearl Equities to acquire all outstanding Selectis common shares at $5.75 per share, pursuant to a June 22, 2026 Agreement and Plan of Merger.

The tender offer expires at 5:00 p.m. New York City time on August 10, 2026, unless extended, and is conditioned on at least 70% of outstanding shares being validly tendered, receipt of required regulatory approvals, and other customary closing conditions. The transaction is not subject to financing contingencies.

Following successful completion of the tender offer, Black Pearl plans a short-form merger of a wholly owned subsidiary into Selectis under Utah law, cashing out remaining shares at $5.75 per share (with limited exceptions). Selectis’ board has unanimously recommended that stockholders accept the tender offer. Laurel Hill Advisory Group is the information agent, and Broadridge Corporate Issuer Solutions is the depositary.

Positive

• All-cash consideration of $5.75 per Selectis Health (GBCS) share
• Offer conditioned on tender of at least 70% of outstanding shares
• Transaction explicitly not subject to financing contingencies
• Short-form merger to cash out remaining shares at same $5.75 price

Negative

• Tender offer subject to regulatory approvals and other customary closing conditions
• Offer will expire on August 10, 2026, unless extended, limiting decision window for investors

News Explained

Selectis holders have a conditional cash-exit path, but ownership transfer depends on the 70% tender threshold, approvals, and closing conditions.

On July 13, 2026, Black Pearl commenced a tender offer to buy all outstanding Selectis Health common shares for $5.75 per share in cash; the offer is in progress, not completed.

The transaction has two stated steps: shareholders may tender shares for cash, followed by a merger in which eligible remaining shares would also be converted into the right to receive $5.75 per share; completion would transfer ownership of the company to Black Pearl.

The exchange remains conditional on valid tenders representing at least 70% of outstanding common shares, required regulatory approvals, and other closing conditions; the release says there is no financing contingency.

The stated milestone is the tender-offer expiration at 5:00 p.m. on August 10, 2026, unless extended, with Black Pearl's Schedule TO and Selectis's Schedule 14D-9 providing the detailed terms and recommendation.

News Market Reaction – GBCS

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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/ -- Laurel Hill Advisory is pleased to be the Information Agent for Black Pearl Equities, a New York-based investment group (together with its affiliates, "Black Pearl"), as today it 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 Laurel Hill, 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 Laurel Hill Advisory Group

FAQ

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

Black Pearl has commenced a tender offer to purchase all outstanding Selectis Health (GBCS) common shares for $5.75 per share in cash. According to Selectis and Black Pearl, the offer is made under a June 22, 2026 merger agreement and targets every outstanding common share.

When does the Selectis Health (GBCS) tender offer expire and can it be extended?

The tender offer for Selectis Health (GBCS) is scheduled to expire at 5:00 p.m. New York City time on August 10, 2026, unless extended. According to Black Pearl, the expiration time may be extended subject to the terms described in the tender offer documents filed with the SEC.

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

Closing requires valid tender of at least 70% of outstanding Selectis common shares, receipt of required regulatory approvals, and other customary conditions. According to Black Pearl, the transaction is not subject to any financing contingencies, focusing conditions on shareholder participation and regulatory clearance.

What happens to Selectis Health (GBCS) shareholders who do not tender their shares?

After the tender offer, Black Pearl plans a short-form merger to acquire remaining shares at $5.75 per share in cash. According to Selectis, all untendered shares (with limited exceptions, including appraisal-rights shares) will be converted into the right to receive the same cash consideration without interest.

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

The Selectis Health (GBCS) board of directors has unanimously recommended that stockholders accept the Black Pearl tender offer and tender their shares. According to Selectis, this recommendation will be included in its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC.

Is the Black Pearl tender offer for Selectis Health (GBCS) subject to financing contingencies?

The tender offer for Selectis Health (GBCS) is not subject to any financing contingencies. According to Black Pearl, the absence of financing conditions means the primary uncertainties relate to achieving the 70% tender threshold and obtaining required regulatory approvals and customary closing conditions.

Who is the information agent for the Selectis Health (GBCS) tender offer and how can investors get documents?

Laurel Hill Advisory Group is the information agent for the Selectis Health (GBCS) tender offer. According to Laurel Hill, stockholders can request the Offer to Purchase, Letter of Transmittal, or related materials toll free at (844) 305-2265 or via GBCS@laurelhill.com.