August 22, 2014
Creative Realities LLC and Wireless Ronin Technologies Inc. recently announced the successful completion of their merger, which they say results in "one of the largest and most innovative marketing technology solutions companies in the world."
Under the terms of the agreement, Creative Realities merged into a subsidiary of Wireless Ronin, with the sole equity holder of Creative Realities (an affiliate of Pegasus Capital Advisors), receiving approximately 59.2 percent of the outstanding shares of Wireless Ronin common stock, calculated on a modified fully-diluted basis, including the shares of common stock issued in connection with Wireless Ronin's merger with Broadcast International Inc. that closed earlier this month.
In the transaction, Creative Realities' sole equity holder also received warrants to acquire an additional 1.5 percent of Wireless Ronin's common stock. The combined companies are now operating under the Creative Realities brand name and will trade on the OTCQB under the ticker symbol RNIN.
Paul Price, previously CEO of Creative Realities, has been named CEO of the combined company and will also serve as a director. Scott Koller, previously CEO of Wireless Ronin, has been named president of the combined company, and John Walpuck, previously CFO of Wireless Ronin, has been named COO and CFO of the combined company. The combined company will be headquartered in New York, New York, with operational facilities in Fairfield, New Jersey; Minneapolis, Minnesota; Salt Lake City, Utah; and Windsor, Ontario.
"We are very excited to have completed this merger and look forward to providing our customers, whether retailers, venue operators or brands, with the latest technologies to create better shopping experiences," Price said in the announcement. "Collectively, with Wireless Ronin's cloud-based content management platform, Broadcast International's award-winning Managed Media Services platform and Creative Realities' full service approach, we now offer customers a one-stop, single source solution. We truly believe that through the combination of our resources, which include the latest innovations in software, display, sensor and mobile technologies, we are better positioned to deliver the most effective marketing technology programs to help improve the in-store engagement of customers, increase customer loyalty and drive increased sales."
In conjunction with the closing of the merger, the combined company is providing limited guidance for the financial performance of the combined company. The combined company expects combined 2014 revenue to be in a range of $23-26 million, and EBITDA to be approximately break-even for the full calendar year 2014. The company does not, however, intend to provide ongoing guidance on the company's future financial performance, according to the announcement.