A2Z Cust2Mate Completes Acquisition of In-Store Retail Media Business Hedia

The acquisition adds advertiser relationships and campaign execution capabilities alongside cash payments and newly issued shares.

Rhea-AI Summary

A2Z Cust2Mate Solutions (NASDAQ: AZ) has completed its acquisition of Hedia, adding an Israeli retail media business to its operations. Hedia had approximately $20 million in FY25 audited revenue. At closing, A2Z paid approximately $8.4 million in cash and issued 833,333 restricted common shares, subject to a lockup of up to 36 months. Sellers are eligible for up to approximately $6.7 million in additional cash if agreed 2027 and 2028 targets are achieved.

A2Z expects approximately $7 million of the cash consideration to be funded by a commercial bank term loan, primarily serviced from Hedia's cash flows. Based on historical results, A2Z estimates Hedia would have contributed approximately $2.3 million in annual adjusted EBITDA, an adjusted earnings measure. The combination adds advertiser sales and campaign execution capabilities. Hedia will retain its brand, with Meron Gal continuing as CEO and Ofer Gal as Chairman.

6 points · 0 major

MixediHow this balance works

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointCompleted Hedia acquisition adds a business with approximately $20 million in FY25 audited revenue.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Expected approximately $7 million term loan would fund part of the cash consideration. 2.6% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Historical results underpin A2Z's estimated approximately $2.3 million annual adjusted EBITDA contribution from Hedia.
• Minor pointHedia's advertiser relationships and sales organization expand A2Z's retail media commercial capabilities.
• Minor point. Forward-looking: it has not happened yet and may not happen.A2Z intends to monetize its media inventory through Hedia's advertiser network.
• Minor point. Forward-looking: it has not happened yet and may not happen.A2Z plans new retail media offerings across smart carts, digital screens, electronic shelf labels and in-store activations.

Negative

• Moderate pointClosing cash consideration required an approximately $8.4 million payment from A2Z. 3.1% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Expected bank financing adds interest-bearing debt at prevailing comparable commercial bank rates, primarily serviced from Hedia's cash flows.
• Minor point833,333 restricted common shares issued to sellers dilute holders; lockup runs up to 36 months.
• Minor point. Forward-looking: it has not happened yet and may not happen.Performance-based consideration could require up to approximately $6.7 million if agreed 2027 and 2028 targets are achieved.

News Explained

With the acquisition complete, A2Z issued 833,333 restricted common shares to the sellers, subject to a lockup of up to 36 months; issuing shares increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Adjusted EBITDA: $2,276 thousand Shares issued to sellers: 833,333 restricted common shares Share lockup: Up to 36 months

Adjusted EBITDA

$2,276 thousand

Hedia historical financial results; table amounts are in thousands of US dollars

Shares issued to sellers

833,333 restricted common shares

Issued at closing

Share lockup

Up to 36 months

Lockup period for shares issued to sellers

Historical Context

1 past event · Latest: Aug 27

1 event

1. Aug 27

   Retail media agreement

   24h Move

   -3.8%

   Granted AZ in-store retail media and advertising rights across HaStock stores, extending existing on-cart rights.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

adjusted ebitda, restricted common shares, lockup period, term loan, +1 more

5 terms

adjusted ebitda financial

"Adjusted EBITDA(*) of approximately $2.3 million to A2Z."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

restricted common shares financial

"issued 833,333 A2Z restricted common shares to the sellers"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

lockup period financial

"subject to a lockup period of up to 36 months"

A lockup period is a temporary restriction that prevents company insiders and early investors from selling their shares for a set time after a stock offering. Think of it as a cooling-off 'time-out' that keeps a sudden flood of shares off the market; it matters to investors because its expiration can increase share supply and cause price swings, while its presence can help stabilize the stock in the early trading months.

term loan financial

"funded by a term loan from a commercial bank"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

electronic shelf labels technical

"digital signage and Electronic Shelf Labels (ESL)"

Battery-powered digital tags mounted on retail shelves that show price, product information and simple graphics using low-energy displays (commonly e-ink). They connect to a store’s central system over a wireless network to receive remote updates, enabling automated or near-real-time price and information changes; they do not replace point-of-sale systems but synchronize with them and rely on the retailer’s network and software to control content and timing.

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• Strategic acquisition adds an established retail media business with approximately $20 million in annual revenues, advertiser relationships and campaign execution capabilities to Cust2Mate

TORONTO, Oct. 6, 2026 /PRNewswire/ -- A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ), ("A2Z" or "A2Z Cust2Mate" or the "Company") a global leader in smart retail technology, today announced that it has completed the acquisition of Hedia, a leading Israeli retail media company.

Hedia is an established, profitable and cash-generating retail media business, with FY25 audited revenue of approximately $20 million. Founded in 1988, Hedia provides end-to-end in-store retail media capabilities, combining an established advertiser sales organization with campaign planning and execution, shopper marketing, digital in-store media (digital signage and Electronic Shelf Labels (ESL)), physical retail activations, production and nationwide implementation. Hedia has longstanding relationships with leading Israeli retailers, as well as major international consumer brands, including Unilever, Kimberly-Clark, Procter & Gamble, Nike and Henkel.

The acquisition is a logical expansion for A2Z's retail media business, combining Cust2Mate's smart cart technology, digital in-store retail media inventory, shopper journey data, retailer relationships and measurement capabilities with Hedia's advertiser relationships, sales organization and campaign execution capabilities. The combined business is designed to provide an integrated retail media platform for planning, selling, executing and measuring in-store campaigns.

The combined business is intended to:

• accelerate the development of A2Z's retail media solution;
• expand A2Z's retail media sales and campaign execution capabilities;
• monetize A2Z's retail media inventory through Hedia's network of leading global advertisers; and
• create new retail media offerings across smart carts, digital screens, ESLs and in-store activations.

"The acquisition of Hedia is a major advancement in the development of our retail media business," said Gadi Graus, CEO of A2Z Cust2Mate Solutions Corp. "A2Z has built the technology, smart cart media inventory, shopper journey data and measurement infrastructure. Hedia adds the commercial engine, including advertiser relationships and robust sales capabilities. Together, we can offer a broad, integrated business solution."

"We view Hedia as more than an addition to our Israeli business. The company provides an operating model that can support the commercialization of Cust2Mate's retail media solution as we expand into additional markets. Hedia's experience and established presence will help us hit the ground running as we build a business positioned to participate in the full retail media value chain."

"After building Hedia and its retail media capabilities over many years, we see A2Z as the right partner for the next stage of the company's development," said Ofer Gal, founder and Chairman of Hedia. "The physical store is becoming increasingly digital, and A2Z Cust2Mate provides the technology and platform to connect that digital store with shoppers, brands and retailers. By combining Hedia's retail media expertise and relationships with A2Z's technology, platform, and growing smart cart footprint, we can expand what Hedia offers today."

Following completion of the acquisition, Hedia will continue operating under its existing brand. Meron Gal will continue as CEO of Hedia and lead its Israeli retail media operations, while Ofer Gal will remain Hedia's Chairman and will continue to be strategically involved in developing future retail media opportunities.

Transaction Terms
At closing, A2Z paid approximately $8.4 million in cash and issued 833,333 A2Z restricted common shares to the sellers, subject to a lockup period of up to 36 months. Approximately $7 million of the cash consideration is expected to be funded by a term loan from a commercial bank, bearing interest at prevailing market rates for comparable commercial bank financings.

The sellers are also eligible to receive up to approximately $6.7 million in additional performance-based cash consideration, subject to achievement of agreed targets for 2027 and 2028.

A2Z expects to service the bank financing primarily from cash flows generated by Hedia. Based on Hedia's historical financial results, A2Z estimates that Hedia would have contributed annual Adjusted EBITDA(*) of approximately $2.3 million to A2Z.  

The common shares issued to the sellers have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Additional information
Additional information regarding the acquisition and A2Z's retail media strategy is available in the investor presentation posted on the Investors section of the Company's website.

About A2Z Cust2Mate Solutions Corp.
A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ) is transforming in-store retail through a connected in-store commerce platform that brings together shopper engagement, retail media, data and in-store intelligence.

At the center of A2Z Cust2Mate's connected in-store commerce platform is its AI-powered Smart Cart, which creates a continuous digital connection with shoppers throughout the in-store journey. The platform enhances and simplifies shopping, enables retailers and brands to engage shoppers, delivers targeted retail media and offers at the point of decision, and captures real-time data and intelligence on in-store shopper behavior.

Retail media is a growing part of A2Z Cust2Mate's business, building on its digital in-store touchpoints, media inventory, shopper journey data and measurement capabilities. A2Z Cust2Mate brings together technology, data and commercial capabilities to create new ways for retailers and brands to engage shoppers, monetize the physical store and measure impact closer to the point of purchase.

A2Z Cust2Mate combines advanced software, AI, computer vision and purpose-built hardware in a modular platform designed for enterprise-scale deployment and chain-wide operations. The company works with retailers, brands and partners across multiple markets to bring connected, data-driven personalized experiences to physical stores and create new opportunities for revenue growth, retail media monetization, operational efficiency and loss mitigation.

For more information on A2Z Cust2Mate Solutions Corp. please visit: www.cust2mate.com.

Forward-Looking Statements
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect," "will" and similar expressions identify such forward-looking statements. Forward-looking statements in this press release include statements regarding the expected benefits of the acquisition of Hedia, the development of A2Z's retail media platform, new retail media offerings, expansion into additional markets, the estimated Adjusted EBITDA contribution of Hedia, the potential payment of performance-based consideration, and the expected servicing of the bank financing. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with the market for the Company's products, customer orders and deployment schedules, the impact of geopolitical, economic, competitive and other factors affecting the Company and its operations, and other matters detailed in reports filed by the Company with the SEC. Risks and uncertainties also include those related to the acquisition of Hedia, including A2Z's ability to integrate Hedia's operations, retain key personnel and advertiser and retailer relationships, realize anticipated benefits and sales opportunities, achieve the revenue targets underlying the performance-based consideration, enter into the bank financing on the terms described herein or at all, and comply with the terms of the bank financing. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

(*) Non-GAAP Financial Measure

This press release includes Adjusted EBITDA for Hedia, a non-GAAP financial measure. EBITDA is calculated as net income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is EBITDA further adjusted to exclude non-market related expenses, consisting of the normalization of management compensation to estimated arm's length market rates and of related party rent. Management believes Adjusted EBITDA provides useful information regarding the underlying operating performance of Hedia. Adjusted EBITDA should not be considered as an alternative to net income or other financial measures prepared in accordance with IFRS Accounting Standards, the Company's accounting standards, and may not be comparable to similarly titled measures used by other companies.

The following is a reconciliation of Hedia's net profit for the year ended December 31, 2025 to Adjusted EBITDA:

	In thousands of US Dollars
Net profit	$                     3
Taxes	134
Amortization	1,213
Depreciation	325
Interest	37
Non market related      expenses (1)	564
Adjusted EBITDA	$           2,276

(1) Management compensation estimated at arm's length market rates and related party rent normalization 

View original content:https://www.prnewswire.com/news-releases/a2z-cust2mate-completes-acquisition-of-in-store-retail-media-business-hedia-302899583.html

SOURCE A2Z Cust2Mate Solutions Corp.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did A2Z Cust2Mate pay to acquire Hedia?

A2Z paid approximately $8.4 million in cash and issued 833,333 restricted common shares at closing. Sellers are also eligible for up to approximately $6.7 million in performance-based cash consideration, subject to agreed targets for 2027 and 2028. The issued shares carry a lockup of up to 36 months.

How much revenue did Hedia have before A2Z Cust2Mate acquired it?

Hedia reported approximately $20 million in FY25 audited revenue. Based on historical financial results, A2Z estimates that Hedia would have contributed approximately $2.3 million in annual adjusted EBITDA, an adjusted earnings measure rather than net profit.

What adjustments underpin Hedia's adjusted EBITDA in the A2Z acquisition?

The reconciliation reports adjusted EBITDA of $2,276 thousand, starting with net profit of $3 thousand. It adds taxes of $134 thousand, amortization of $1,213 thousand, depreciation of $325 thousand, interest of $37 thousand and non-market-related expenses of $564 thousand. The last adjustment covers management compensation estimated at market rates and related-party rent normalization.