NEW YORK, Aug. 12, 2015 /PRNewswire/ -- Creative Realities, Inc. ("Creative Realities" or the "Company") (OTCPINK: CREX), a leading marketing technologies solutions provider, announced that it has entered into a definitive merger agreement with ConeXus World Global, LLC ("ConeXus") for ConeXus to become a wholly-owned subsidiary of the Company for stock consideration equal to approximately 23.6% of the Company on a fully-diluted, as-converted basis, through the issuance of a combination of the Company's common and preferred stock at a price (or conversion price) of $.28 per share.
In addition to the definitive merger agreement, the Company will enter into an employment agreement with Richard Mills, President and CEO of ConeXus, to assume the role of CEO of the combined company at the closing of the merger. John Walpuck, the Company's Interim CEO, Chief Operating Officer and Chief Financial Officer will resume his previous duties as Chief Operating Officer and Chief Financial Officer. As a separate condition to the closing of the merger, the Company must sell an aggregate of $1.5 million in principal amount of senior convertible notes. Upon consummation of the merger, the board of directors of the combined company will include the existing Company board and two new members – Richard Mills and a designee of the new investor.
Alec Machiels, Chairman of the Company stated, "The acquisition of ConeXus provides a critical missing link, significantly enhancing our offering of end-to-end solutions for our current and future customers. ConeXus has a very strong reputation in designing, installing and servicing high-end audio-visual networks for clients both domestically and internationally. With offices across North America and installations in over 45 countries, we are well positioned to service a diverse portfolio of luxury brands, DOOH companies, advertising networks, and global retailers. The board is also extremely pleased to be naming Rick as CEO of the combined company. He has over 20 years of experience in this field and significant public company experience."
Consummation of the proposed merger is subject to a number of closing conditions, including the delivery of audited financial statements from ConeXus satisfactory to the Company and its independent auditors. Subject to the satisfaction or waiver of such closing conditions, the merger is expected to be consummated in the latter part of September 2015. There can be no assurance that the conditions to the merger will be satisfied or waived, or that the merger will be completed.
The Company will file with the Securities and Exchange Commission (the "SEC") a report on Form 8-K regarding the proposed merger, which will include the definitive merger agreement. All parties desiring details regarding the proposed merger are urged to review these documents, which will be available at the SEC's website (http://www.sec.gov).
About Creative Realities
Creative Realities helps retailers and brands use the latest technologies to inspire shopper engagement in and around the Store. Founded 16 years ago, the firm's evolving client base has led to recognized leadership in deploying technology aligned with strategic and consumer behavior goals at Retail. The firm has delivered consumer/shopper experiences, and is actively providing recurring services today, across diverse categories: Automotive, Apparel & Accessories, Banking, Baby/Children, Beauty, CPG, Department Stores, Electronics, Fashion, Fitness, Foodservice/QSR, Financial Services, Gaming, Luxury, Malls, Mass Merchants, and Pharma/Pharmacy Retail.
Cautionary Note on Forward-Looking Statements
This press release contains certain statements that would be deemed "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 "may," "likely," "anticipate," "expect" and "believe" indicate forward-looking statements.
These forward-looking statements may reflect management's present expectations and estimates regarding future expenses, revenue and profitability, trends affecting our financial condition and results of operations, operating efficiencies, revenue opportunities, potential new markets, and the ability of the Company to effectively compete in a highly competitive market. Nevertheless, and despite the fact that management's expectations and estimates are based on assumptions management believes to be reasonable and data management believes to be reliable, the Company's actual results, performance, or achievements are subject to future risks and uncertainties, any of which could materially affect the Company's actual performance. Risks and uncertainties that could affect such performance include, but are not limited to: the adequacy of funds for future operations; future expenses, revenue and profitability; trends affecting financial condition and results of operations; ability to convert proposals into customer orders; the ability of customers to pay for products and services; the impact of changing customer requirements upon revenue recognition; customer cancellations; the availability and terms of additional capital; ability to develop new products; dependence on key suppliers, manufacturers and strategic partners; industry trends and the competitive environment; the impact of the Company's financial condition upon customer and prospective customer relationships; and the impact of losing one or more senior executives or failing to attract additional key personnel. These and other risk factors are discussed in Company reports filed with the Securities and Exchange Commission.
Given these uncertainties, 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.
SOURCE Creative Realities, Inc.