LOUISVILLE, Ky. and
DALLAS, Nov. 12, 2021 /PRNewswire/ -- Today Creative
Realities, Inc. ("CRI", NASDAQ: CREX, CREXW) and Reflect Systems,
Inc. (Reflect) announced that the companies have executed a
definitive merger agreement. Under the terms of the agreement, the
combined company will operate under the Creative Realities, Inc.
name and continue to be listed on NASDAQ as CREX.
![(PRNewsfoto/Creative Realities, Inc.) (PRNewsfoto/Creative Realities, Inc.)](https://mma.prnewswire.com/media/955085/CRI_logo_Black_Teal_Logo.jpg)
"This really is an ideal combination," said Rick Mills, CRI's CEO, who will continue to act
as CEO for the combined company. "CRI has a strong history of
deploying large-scale and sophisticated digital signage projects,
driven by our exceptional creative and project management teams.
Reflect has world-class content management software platforms like
ReflectView, which has become an industry standard for scalable,
flexible, reliable digital signage. Reflect's AdTech platform,
AdLogic, is a game-changing solution for Digital-Out-Of-Home
advertisers, and is currently used by publishers to deliver
approximately 1 billion ads per month. Combined, we offer some of
the most comprehensive digital signage and media solutions
available in a powerful one-stop shop for customers."
Lee Summers, CEO of Reflect, will
also remain with the company and lead the combined company's AdTech
initiatives, including full integration with Supply Side Platforms
and Exchanges. Commenting on the merger, Mr. Summers noted, "Not
only do CRI and Reflect have complementary offerings, but we have
also traditionally been strong in complementary markets. While CRI
has excelled in Quick Service Restaurants, stadiums and C-store
markets, Reflect has become an industry leader in retail,
healthcare, banking, Digital-Out-of-Home and corporate
communications. Together we can address virtually any digital
signage need for any sector."
Unlike other acquisition/merger strategies in digital signage,
CRI intends to fully integrate the two companies. "With our
track record of successful combinations, the company is well
positioned for continued organic and strategic growth. By
fully integrating our solutions and business operations, we can
bring to the market the most competitive product and service
offerings available for the digital signage market," added Mr.
Mills. The combined company will be headquartered in Louisville, while maintaining the Reflect
offices in Dallas.
Post-merger, the company will
have one of the broadest offerings in digital signage,
including:
- Purpose-built menu board software via the CRI Clarity
platform
- Digital signage Software-as-a-Service (SaaS) via ReflectView
and Reflect Xperience
- Digital-Out-Of-Home advertising solution with the AdLogic
platform
- Engineering design and planning
- Installation services
- Creative planning and design
- IPTV streaming platforms
- Post-deployment support
Already the preferred choice for leading brands, the breadth of
solutions and talent of the combined team positions the company to
accelerate growth by helping more enterprise customers design,
implement and manage place-based digital experiences that drive
meaningful business outcomes. The companies expect the merger to
close in the first quarter of 2022.
Reflect was advised in the transaction by Innovation Advisors, a
technology-focused investment bank.
About Creative Realities, Inc.
Creative Realities helps clients use the latest omnichannel
technologies to inspire better customer experiences. CRI
designs, develops and deploys consumer experiences for high-end
enterprise level networks, and is actively providing recurring SaaS
and support services across diverse vertical markets, including but
not limited to Automotive, Advertising Networks, Apparel &
Accessories, Convenience Stores, Foodservice/QSR, Gaming, Theater,
and Stadium Venues. The Company has operations across North
America with active installations in more than 10
countries.
About Reflect
Reflect provides powerful,
cost-effective digital signage platforms and solutions, helping
organizations to create compelling experiences that engage staff
and keep customers coming back for more. Reflect supplies
everything brands need, including strategy, creative services,
robust content management and ad trafficking systems, and media
sales, all backed by the market leading ReflectView and AdLogic
software platforms.
Cautionary Note on Forward-Looking Statements
This press release contains certain statements that are
"forward-looking statements" under Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934
and includes, among other things, discussions of our business
strategies, 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.
Given these uncertainties related to the foregoing statements,
and the fact that forward-looking statements represent management's
estimates and assumption as of the date of this press release, you
should not attribute undue certainty to these forward-looking
statements. We assume no obligation to update any
forward-looking statements publicly, or to update the reasons why
actual results could differ materially from those anticipated in
any forward-looking statements contained in this press release,
even if new information becomes available in the future.
The transaction has been approved by the Boards of Directors of
both companies and is currently expected to close during the first
quarter of 2021. The transaction is subject to customary
conditions, including the approval by stockholders of Reflect
Systems, and customary regulatory approvals.
Additional Information about the Merger and Where to Find
It
In connection with the proposed acquisition of Reflect, Creative
Realities has filed with the Securities and Exchange
Commission a registration statement on Form S-4 to
register the shares of Creative Realities' common stock to be
issued to the stockholders of Reflect. The registration
statement will include a proxy statement/prospectus which will be
sent to the stockholders of Reflect seeking their approval of the
proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION
WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT CREATIVE REALITIES, REFLECT,
AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the
Securities and Exchange Commission at www.sec.gov or from
Creative Realities at its
website, http://www.creativerealities.com/. Documents filed
with the SEC by Creative Realities will be available free of charge
by directing a request by telephone or mail to Creative Realities,
Inc., 13100 Magisterial Drive, Suite 100, Louisville, KY 40223; phone: (502)
791-8800
Participants in the Transaction
Creative Realities, Reflect and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Reflect in
connection with the proposed transaction. Certain information
regarding the interests of these participants and a description of
their direct and indirect interests, by security holdings or
otherwise, will be included in the proxy statement/prospectus
regarding the proposed transaction when it becomes available.
Additional information about Creative Realities, and its directors
and officers may be found in the definitive proxy statement of
Creative Realities relating to its 2021 Annual Meeting of
Stockholders filed with the SEC on April 6,
2021. The definitive proxy statement can be obtained free of
charge from the sources described above.
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SOURCE Creative Realities, Inc.