DailyDOOH

Gail Chiasson, North American Editor

Creative Realities LLC, New York, and Wireless Ronin Technologies Inc., Minneapolis, have announced the successful completion of their merger, resulting in what management claims is one of the largest and most innovative marketing technology solutions companies in the world.

Under the terms of the agreement and as previously announced, 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% 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 on August 1, 2014.

In the transaction, Creative Realities’ sole equity holder also received warrants to acquire an additional 1.5% of Wireless Ronin’s common stock.

The combined companies are now operating under the Creative Realities brand name but 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, NY with operational facilities in Fairfield, New Jersey, Minneapolis, Minnesota, Salt Lake City, Utah, as well as Windsor, Ontario, in Canada.

“We look forward to providing our customers, whether retailers, venue operators or brands, with the latest technologies to create better shopping experiences,” says Price. “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.”

Since its inception, Creative Realities has partnered with some of the world’s most recognized retailers, venues and brands. Creative Realities provides a host of marketing technology solutions across multiple verticals, including beauty, fashion, consumer packaged goods, digital place-based media networks, electronics, eyewear, financial services, health and wellness, and hospitality. Through the combination of the three companies, Creative Realities counts among its customers Adidas, Adspace, Aramark, Calvin Klein, Caterpillar, Chrysler, KFC, Macy’s, Nestle, Rite Aid, Sunglass Hut, and many more.

“We see significant growth opportunities for our company both near- and long-term, and with both existing and new global customers,” says Price. “Companies no longer need to work with multiple vendors as we can provide them with a full-service offering that begins in the planning and design stage and runs all the way through in-store implementation.

“Furthermore, we have the tools and wherewithal to help retailers and brands effectively manage their programs upon roll-out, while quickly adapting to consumer preferences and any changes in their strategies. The seniority of our management team and their collective experiences across marketing categories and technologies represent a truly unique combination of talents to help retailers and brands leverage marketing technology.”

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 Earnings before Interest, Tax, Depreciation and Amortization (EBITDA), a non-GAAP measure, to be approximately breakeven for the full calendar year 2014. The company does not, however, intend to provide ongoing guidance on the company’s future financial performance.

Additionally, the company disclosed today that the Board of Directors will comprise of five members. In this regard, Alec Machiels, partner with Pegasus Capital Advisors, will serve as chairman of the board and he will be joined by Price; David Bell, Kent Lillemoe and Don Harris.

At Pegasus, Machiels is a member of the firm’s Executive and Investment Committees. He has over 15 years of private equity investing and investment banking experience and earlier was a financial analyst with Goldman Sachs International in London and in the Private Equity Group at Goldman Sachs and Co., New York.

Price evolved Creative Realities from a digital signage company into an integrated creative technology firm, focused on bridging the virtual and physical worlds. His marketing career spans 25 years, consulting to
leading marketers.

Bell has 40 years of advertising and marketing industry experience and is currently head of Slipstream Communications, an international company providing strategic branding, digital marketing, and public relations services, and is also a senior advisor to AOL, an operating advisor at Pegasus Capital Advisors, and sits on several boards of directors.

Lillemoe, an independent financial consultant, brings over 30 years of finance and financial
management expertise with both public and private companies. He previously sat on the Board of Wireless Ronin.

Harris is an independent director of Broadcast International Inc. and is president of 1162 Management, the General Partner of 5 Star Partnership, a private equity firm.

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