Creative Realities Rejects Unsolicited Proposal by Pegasus Capital Advisors, L.P.
19 Maggio 2023 - 5:00PM
As previously reported, on May 1, 2023, Creative Realities, Inc.
(“Creative Realities,” “CRI,” or the “Company”) (NASDAQ: CREX,
CREXW) received a revised proposal (the “Revised Proposal”) from
Pegasus Capital Advisors, L.P., on behalf of itself and certain of
its affiliates (collectively, “Pegasus”), to acquire all of the
outstanding shares of common stock of the Company that are not
owned by Pegasus for a purchase price of $2.85 per share in cash.
The Revised Proposal followed an earlier proposal (the “Original
Proposal”) from Pegasus to acquire all of the outstanding shares of
common stock of the Company that are not owned by Pegasus for a
purchase price of $2.49 per share in cash (adjusted for the
Company’s 1-for-3 reverse stock split) effected March 27, 2023. The
Original Proposal was rejected by a special committee (the “Special
Committee”) of the Company’s non-executive, independent directors.
The Special Committee, in consultation with its
advisors, carefully reviewed and considered the Revised Proposal to
determine what course of action it believed to be in the best
interests of the Company’s shareholders. The Special Committee has
concluded that the Revised Proposal undervalues the Company based
on the Company’s existing business and current and future
prospects, and is not in the best interests of the Company’s
existing shareholders.
The Special Committee advised Pegasus that it
has rejected the Revised Proposal. The Special Committee remains
available to evaluate and respond to any revised proposal. There
can be no assurance that any revised proposal or definitive offer
will be made or accepted, that any agreement will be executed, or
that any transaction will be consummated.
About Creative Realities,
Inc.Creative Realities helps clients use place-based
digital media to achieve business objectives such as increased
revenue, enhanced customer experiences, and improved productivity.
The Company designs, develops and deploys digital signage
experiences for enterprise-level networks, and is actively
providing recurring SaaS and support services across diverse
vertical markets, including but not limited to retail, automotive,
digital-out-of-home (DOOH) advertising networks, convenience
stores, foodservice/QSR, gaming, theater, and stadium venues.
With its recent acquisition of Reflect Systems,
Inc., a leading provider of digital signage software platforms, the
Company is poised to extend its product and service offering and
accelerate growth in SaaS revenue. While Reflect provided a broad
range of digital signage solutions, Reflect’s flagship products are
the market-leading ReflectView digital signage platform and Reflect
AdLogic ad management platform. ReflectView is the industry’s most
comprehensive, scalable, enterprise-grade digital signage platform,
powering enterprise customer networks. Meanwhile, Reflect AdLogic
has become the benchmark for digital signage powered ad networks,
delivering nearly 50 million ads daily. The acquisition of Reflect
also brought to the Company a media sales division with the
expertise and relationships to help any digital signage venue owner
develop and execute a monetization plan for their network.
The combined company has operations across North
America with active installations in more than 10 countries.
Cautionary Note on Forward-Looking
StatementsThis press release contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995, and includes, among other things, discussions of our
business strategies, product releases, future operations and
capital resources. Words such as "estimates," "projected,"
"expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "should," "future," "propose"
and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to
identify forward-looking statements. Forward-looking statements are
not guarantees of future performance, conditions or results. They
are based on the opinions, estimates and beliefs of management as
of the date such statements are made, and they are subject to known
and unknown risks, uncertainties, assumptions and other factors,
many of which are outside of our control, that may cause the actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking statements. Some of these risks are discussed in
the “Risk Factors” section contained in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2022 and the
Company’s subsequent filings with the U.S. Securities and Exchange
Commission. Important factors, among others, that may affect actual
results or outcomes include: our ability to effectively integrate
Reflect’s business operations, our strategy for customer retention,
growth, product development, market position, financial results and
reserves, our ability to execute on our business plan, our ability
to retain key personnel, our ability to remain listed on the Nasdaq
Capital Market, our ability to realize the revenues included in our
future guidance and backlog reports, the ability of the Company to
continue as a going concern, potential litigation, supply chain
shortages, and general economic and market conditions impacting
demand for our products and services, including those as a result
of the COVID-19 pandemic. Readers should not place undue reliance
upon any forward-looking statements. We assume no obligation to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
ContactsMedia
InquiriesChristina Davieslrudd@ideagrove.com
Investor
Relationsir@cri.comhttps://investors.cri.com
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