Creative Realities Confirms Receipt of Unsolicited Proposal from Pegasus Capital Advisors, L.P.
February 07 2023 - 7:00AM
Creative Realities, Inc. (“Creative Realities,” “CRI,” or the
“Company”) (NASDAQ: CREX, CREXW), a leading provider of digital
signage solutions, today confirmed that on Friday, February 3,
2023, the Company’s Board of Directors (the “Board”) received an
unsolicited proposal (the “Proposal”) from Pegasus Capital
Advisors, L.P. (“PCA LP”) for PCA LP, on behalf of itself and
certain of its affiliates (collectively, “Pegasus”), delivered to
the Board a letter setting forth a proposal (the “Proposal”) for
Pegasus to acquire all of the outstanding shares of Common Stock
that are not owned by the Reporting Persons for a purchase price of
$0.83 per share in cash.
The Board has formed a special committee (the
“Special Committee”) of its non-executive, independent directors
which, in consultation with its financial and legal advisors, will
carefully review and consider the Proposal and pursue the course of
action that it believes is in the best interests of the Company’s
stockholders.
The Company’s stockholders do not need to take
any action at this time.
Mayer Brown LLP is serving as legal counsel to
the Special Committee and Maslon LLP is serving as legal counsel to
Creative Realities.
There can be no assurance that a definitive
offer relating to the Proposal will be made, that a definitive
agreement relating to the Proposal or any other transaction will be
entered into by the Company, or that any transaction will be
consummated.
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, food service/QSR, gaming, theater,
and stadium venues. The company has operations across North America
with active installations in more than 10 countries.
Cautionary Note on Forward-Looking
Statements This 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, 2021 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, 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.
Contacts
Media Inquiries
Christina Daviescdavies@ideagrove.com
Investor
Relations:ir@cri.comhttps://investors.cri.com/
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