As of the last check Tuesday, Creative Realities Inc. (NASD: CREX) saw its shares rise 8.06% at $0.74 following news that it had received a takeover offer.
Is anyone interested in buying CREX?
The board of directors of Creative Realities (CREX) accepted an unsolicited bid on Friday, February 3, 2023, from Pegasus Capital Advisors, L.P. (“PCA LP”). On behalf of itself and a few of its affiliates (collectively, “Pegasus”), PCA LP sent a letter outlining a proposal for Pegasus to purchase all outstanding common stock shares that are not owned by the Reporting Persons for $0.83 per share in cash from the Board.
An independent, non-executive committee of the CREX Board has been formed, comprised of its non-executive directors. As a result of its consultation with its financial and legal advisors, the Board will carefully review and consider the Proposal and decide which course of action is in stockholder interest.
Mayer Brown LLP provides legal counsel to the Special Committee, whereas Maslon LLP provides legal counsel to Creative Realities. CREX made no assurances that a transaction would go through, nor did it guarantee that a definitive offer would be made relating to the Proposal.
Less contingent consideration for CREX
As part of its merger with Reflect Systems, Inc. (“Reflect”) in 2022, Creative Realities disclosed last week that it had reduced the cash contingent consideration by $1,900,000. As part of other compensation, CREX issued Reflect Systems investors 2,333,334 shares of the Company’s common stock at the effective time of the merger on February 17, 2022.
Each Share holder will receive a contingent cash payment on February 17, 2025, equal to the amount by which the average closing price for CREX common stock over the last 15 trading days as reported on the Nasdaq is less than $6.40 per share, or less than $7.20 per share if certain conditions are met on or before December 31, 2022. According to Creative Realities (CREX), the conditions were not met by December 31, 2022.