LOUISVILLE, Ky., Jan. 28, 2022 /PRNewswire/ -- Creative
Realities, Inc. ("Creative Realities," or "CRI") (NASDAQ: CREX,
CREXW) and Reflect Systems, Inc. ("Reflect" and together with CRI,
the "Companies"), leading providers of digital marketing solutions,
provided an update on the status of the pending merger between the
Companies and the special stockholder meetings of each Company held
on January 28, 2022.
CRI has been working diligently with its current lender,
Slipstream Communications, LLC, and its financial advisor,
A.G.P./Alliance Global Partners, to secure the capital necessary to
consummate the pending merger of the Companies and have sufficient
working capital for operation of the combined company after the
merger through the consummation of one or more financings.
Creative Realities intends to file with the Securities and Exchange
Commission a supplement to the joint proxy statement/prospectus
filed on January 7, 2022 to, among
other things, describe the terms of such financings in advance of
the special stockholder meetings of the Companies. To provide the
stockholders of Creative Realities and Reflect a reasonable time to
review such supplement in advance of considering the approval of
the Creative Realities Proposals and Reflect Proposals at the
Creative Realities Meeting and Reflect Meeting, respectively,
Creative Realities convened and immediately adjourned the Creative
Realities Meeting without considering the Creative Realities
Proposals on January 28, 2022, to be
reconvened at 9 a.m. (Eastern Time)
on February 15, 2022, and Reflect
convened and immediately adjourned the Reflect Meeting without
considering the Reflect Proposals on January
28, 2022, to be reconvened at 9 a.m.
(Central Time) on February 15,
2022.
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 communication contains "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995. Forward-looking statements may relate to future results,
strategy and plans of Creative Realities and Reflect (collectively,
the "Companies") (including certain projections and business
trends, and statements, which may be identified by the use of the
words "plans", "expects" or "does not expect", "estimated", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might",
"projects", "will" or "will be taken", "occur" or "be achieved").
Forward-looking statements are based on the opinions and estimates
of management of the Companies as of the date such statements are
made, and they are subject to known and unknown risks,
uncertainties, assumptions and other factors 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. These risks and uncertainties include,
but are not limited to, each Company's respective revenues and
operating performance, general economic conditions, industry
trends, legislation or regulatory requirements affecting the
business in which it is engaged, management of growth, its business
strategy and plans, the result of future financing efforts, its
dependence on key personnel, and the ability to retain key
personnel. Readers are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made. These forward-looking statements are made only as of the date
hereof, and neither Company undertakes any 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. Consummation of the proposed merger transaction between
Creative Realities and Reflect (the "Proposed Transaction") is
subject to satisfaction of various closing conditions set forth in
the Merger Agreement, including the accuracy of the parties'
representations and warranties, the performance of the parties'
covenants and obligations, Creative Realities and Reflect obtaining
various approvals being sought from their respective shareholders,
Creative Realities' obtaining debt and/or equity financing
sufficient to fund the cash portion of the purchase price, Creative
Realities' satisfaction with continuing due diligence, Reflect
having generated a threshold amount of recurring revenue during the
month prior to closing, the absence of actual or threatened legal
proceedings that may challenge or materially interfere with the
Proposed Transaction and Reflect stockholders not asserting
dissenters' rights of appraisal over the permitted threshold
amount, among others. There is no assurance that these closing
conditions will be satisfied or that the Proposed Transaction will
ultimately be consummated. Further information on potential
factors that could affect our business is described under the
caption "Risk Factors" in the Joint Proxy Statement/Prospectus
filed with the Securities and Exchange Commission on January 7, 2022.
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 that contains a combined joint
proxy statement/prospectus.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT 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.cri.com/.
Documents filed with the Securities and Exchange Commission 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 Solicitation
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 Creative
Realities 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, is included in the joint proxy
statement/prospectus relating to the Proposed Transaction.
Creative Realities' directors and executive officers beneficially
own approximately 11.05% of Creative Realities' common stock.
Disclaimer; Non-Solicitation
This communication shall not constitute an offer to purchase,
nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction
pursuant to the Merger or otherwise, nor shall there be any sale,
issuance or transfer or securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended.
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SOURCE Creative Realities, Inc.