LOUISVILLE, Ky. and
DALLAS, Feb. 1, 2022 /PRNewswire/ -- Digital signage
leaders Creative Realities, Inc. ("CRI", NASDAQ: CREX, CREXW) and
Reflect Systems, Inc. announced today that their first joint sales
effort has resulted in a major win – a project to deploy
digital experiences for a retail customer at hundreds of locations
nationwide for an expected total contract value in excess of
$10 million.
The large-scale project comes shortly after CRI and Reflect
announced in November their plans to merge, bringing together two
of the industry's leading companies to form one, operating under
CRI's name and Rick Mills'
leadership, CRI's current CEO. The retail customer is the first of
many wins expected for the combined company that will boast the
most complete, competitive digital signage offerings on the
market.
"This win is a validation of what we've been saying since
Reflect and CRI first began discussing a merger: we believe our
combined offerings are stronger than anything else in the
industry," said Mills. "Winning a project of this value and
prominence sends a powerful message to both existing and potential
new customers – we have something new and exciting that they will
want to consider."
As retailers continue grappling with the effects of the
pandemic, the combined company is poised to meet those retailers'
new and unique digital signage needs, as well as the needs of their
consumers. Together, CRI and Reflect are able to offer everything
retailers need to deploy visually compelling digital experiences at
scale that rival online shopping and usher the entire industry
forward to more meaningful digital transformations.
Even beyond retail, this win further validates the advantages
CRI and Reflect can leverage by working together to address the
needs of a wide range of industries, positioning the combined
company to be a leader across a broad spectrum of digital
signage applications including brand building, audience engagement,
customer support, employee communications, digital-out-of-home
advertising, and menu boards. As the demand for engaging digital
experiences continues to grow, CRI and Reflect will be ideally
positioned to deliver to customers a single source solution to meet
all their digital signage needs.
"We're thrilled to be collaborating regularly with CRI on these
large-scale projects and look forward to going to market as a
combined team delivering our customers exceptional value," said
Lee Summers, CEO of Reflect.
"To have such a huge project kick off our journey together is both
encouraging and exciting as we look ahead to the new opportunities
and possibilities."
The merger is presently scheduled to close in February.
About Creative Realities, Inc.
CRI 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. CRI 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.
With respect to the joint project that is the subject of this press
release (the "Joint Project"), these risks and uncertainties
include, but are not limited to, the inability of either Company to
perform as required under the terms of the underlying agreements.
In addition, agreements governing the Joint Project are between
Reflect and the subject customer, and Creative Realities is not a
party to such agreements. Creative Realities' interest in the Joint
Project will be realized only upon its acquisition of Reflect
pursuant to the proposed merger transaction between Creative
Realities and Reflect (the "Proposed Transaction").
Consummation of 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. If the Proposed Transaction is not
consummated, Creative Realities will not realize the expected
benefits from the Joint Project. 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 the 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.