Item 5.07 Submission of Matters to a Vote of Security Holders
On December 18, 2019, Mosaic Acquisition Corp. ("Mosaic") convened and then
adjourned, without conducting any business, the special meeting of stockholders
(the "Special Meeting") to be held in connection with Mosaic's previously
announced business combination (the "Merger") with Vivint Smart Home, Inc.
("Vivint"), until December 20, 2019. The only proposal submitted to a vote of
the stockholders was the approval of the adjournment of the Special Meeting to a
later date or dates. The adjournment proposal is described in detail in Mosaic's
definitive proxy statement/consent solicitation statement/prospectus filed with
the U.S. Securities and Exchange Commission (the "SEC") and mailed to
stockholders on December 3, 2019.
As of the close of business on November 19, 2019, the record date for the
Special Meeting, there were an aggregate of 43,125,000 shares of Class A common
stock, par value $0.0001 per share, and Class F common stock, par value $0.0001
per share (together, the "Common Stock"), outstanding, each of which was
entitled to one vote with respect to the adjournment proposal. A total of
28,236,016 shares of Common Stock, representing approximately 65.47% of the
outstanding shares of Common Stock entitled to vote, were present in person or
by proxy, constituting a quorum.
The stockholders approved the adjournment proposal by the votes set forth below:
For Against Abstain Broker Non-Votes
23,370,828 4,854,697 10,491 0
On December 20, 2019, Mosaic reconvened and then again adjourned, without
conducting any business, the Special Meeting to be held in connection with the
Merger, until January 14, 2020. The only proposal submitted to a vote of the
stockholders was the approval of the adjournment of the Special Meeting to a
later date or dates. The adjournment proposal is described in detail in Mosaic's
definitive proxy statement/consent solicitation statement/prospectus filed with
the SEC and mailed to stockholders on December 3, 2019.
As of the close of business on November 19, 2019, the record date for the
Special Meeting, there were an aggregate of 43,125,000 shares of Class A common
stock, par value $0.0001 per share, and Class F common stock, par value $0.0001
per share (together, the "Common Stock"), outstanding, each of which was
entitled to one vote with respect to the adjournment proposal. A total of
28,236,016 shares of Common Stock, representing approximately 65.47% of the
outstanding shares of Common Stock entitled to vote, were present in person or
by proxy, constituting a quorum.
The stockholders approved the adjournment proposal by the votes set forth below:
For Against Abstain Broker Non-Votes
23,370,828 4,854,697 10,491 0
Item 8.01 Other Events
In connection with the adjournment of the Special Meeting, Mosaic has prepared
an updated proxy statement/consent solicitation statement/prospectus that
describes the previously announced Amendment No. 1 to the Agreement and Plan of
Merger governing the Merger. The updated proxy statement/consent solicitation
statement/prospectus will be mailed to Mosaic stockholders as of the record
date.
Mosaic stockholders that have already delivered a properly executed original
proxy card are strongly encouraged to deliver another properly executed revised
proxy card even if they do not wish to change your vote (in which case their
later submitted vote will be recorded and their earlier vote will be revoked).
Stockholders that already returned the original proxy card, by completing and
returning the enclosed revised proxy card, will revoke the original proxy card
in its entirety and only votes as indicated on the revised proxy card will be
counted. If stockholders have already voted and do not submit a revised proxy
card or new voting instructions, their previously submitted proxy or voting
instructions will be voted at the Special Meeting with respect to all proposals
in the original proxy card, but will not be counted in determining the outcome
of any new proposals in the revised proxy card.
Mosaic stockholders that have previously requested to redeem shares of Common
Stock may withdraw their redemption request at any time up to the vote on
January 14, 2020. Furthermore, if a stockholder has delivered its stock
certificate(s) in connection with an election of its redemption and subsequently
decides prior to the applicable date not to elect to exercise such rights, it
may simply request that the transfer agent return the certificate (physically or
electronically).
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Mosaic's transfer agent can be contacted at the following address:
Continental Stock Transfer & Trust Company
1 State Street - 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction
involving Mosaic and Vivint. Mosaic filed a registration statement on Form S-4
with the SEC, which includes a proxy statement of Mosaic, a consent solicitation
statement of Vivint and a prospectus of Mosaic, and each party will file or has
filed other documents with the SEC regarding the proposed transaction. Beginning
on December 3, 2019, a definitive proxy statement/consent solicitation
statement/prospectus was sent to the stockholders of Mosaic and Vivint. As a
result of amendments made to the proposed merger transaction on December 18,
2019, Mosaic filed post-effective amendments to the registration statement on
Form S-4, which include an updated proxy statement/consent solicitation
statement/prospectus. Beginning on December 27, 2019, an updated definitive
proxy statement/consent solicitation/prospectus will be sent to the stockholders
of Mosaic and Vivint, seeking any required stockholder approval. Before making
any voting or investment decision, investors and security holders of Mosaic and
Vivint are urged to carefully read the entire registration statement and proxy
statement/consent solicitation statement/prospectus, including any
post-effective amendments or updates thereto, and any other relevant documents
filed with the SEC, as well as any amendments or supplements to these documents,
because they contain important information about the proposed transaction. The
documents filed by Mosaic with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, the documents filed by Mosaic may be
obtained free of charge from Mosaic at www.mosaicac.com. Alternatively, these
documents, when available, can be obtained free of charge from Mosaic upon
written request to Mosaic Acquisition Corp., 375 Park Avenue, New York, New York
10152, Attn: Secretary, or by calling (212) 763-0153.
Mosaic, Vivint and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of Mosaic, in favor of the approval of the merger. Information
regarding Mosaic's directors and executive officers is contained in Mosaic's
Annual Report on Form 10-K for the year ended December 31, 2018 and its
Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2019,
June 30, 2019 and September 30, 2019, which are filed with the SEC. Information
regarding Vivint's directors and executive officers (who serve in equivalent
roles at APX Group Holdings, Inc.) is contained in APX Group Holdings, Inc.
Annual Report on Form 10-K/A for the year ended December 31, 2018 and its
Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2019,
June 30, 2019 and September 30, 2019, which are filed with the SEC. Additional
information regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by reading the
registration statement and the proxy statement/consent solicitation
statement/prospectus and other relevant documents filed with the SEC when they
become available. Free copies of these documents may be obtained as described in
the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.
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FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements including, but not
limited to, Mosaic's and Vivint's expectations or predictions of future
conditions. Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Generally, statements that are not historical
facts, including statements concerning our possible or assumed future actions,
business strategies, events or results of operations, are forward-looking
statements. These statements may be preceded by, followed by or include the
words "believes," "estimates," "expects," "projects," "forecasts," "may,"
"will," "should," "seeks," "plans," "scheduled," "anticipates" or "intends" or
similar expressions. Such forward-looking statements involve risks and
uncertainties that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of these risks are
identified and discussed in Mosaic's Registration Statement on Form S-4 under
"Risk Factors" and Form 10-K for the year ended December 31, 2018 under "Risk
Factors" in Part I, Item 1A. These risk factors will be important to consider in
determining future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and Mosaic and Vivint
believe there is a reasonable basis for them. However, there can be no assurance
that the events, results or trends identified in these forward-looking
statements will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Mosaic nor Vivint is under any
obligation, and expressly disclaim any obligation, to update, alter or otherwise
revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. Readers should carefully
review the statements set forth in the reports, which Mosaic has filed or will
file from time to time with the SEC.
In addition to factors previously disclosed in Mosaic's S-4 and reports filed
with the SEC and those identified elsewhere in this communication, the following
factors, among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to meet the
closing conditions to the merger; delay in closing the merger; failure to
realize the benefits expected from the proposed transaction; the effects of
pending and future legislation; risks related to disruption of management time
from ongoing business operations due to the proposed transaction; business
disruption following the transaction; risks related to Mosaic's or Vivint's
indebtedness; other consequences associated with mergers, acquisitions and
divestitures and legislative and regulatory actions and reforms; risks of the
smart home and security industry, including risks of and publicity surrounding
the sales, subscriber origination and retention process; the highly competitive
nature of the smart home and security industry and product introductions and
promotional activity by competitors; litigation, complaints, product liability
claims and/or adverse publicity; cost increases or shortages in smart home and
security technology products or components; the introduction of unsuccessful new
smart home services; privacy and data protection laws, privacy or data breaches,
or the loss of data; the impact of the Vivint Flex Pay plan to Vivint's
business, results of operations, financial condition, regulatory compliance and
customer experience; and Vivint's ability to successfully compete in retail
sales channels.
Any financial projections in this communication are forward-looking statements
that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond Mosaic's and Vivint's
control. The assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of significant business,
economic and competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the projections. The inclusion of
projections in this communication should not be regarded as an indication that
Mosaic and Vivint, or their representatives, considered or consider the
projections to be a reliable prediction of future events.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in Mosaic and
is not intended to form the basis of an investment decision in Mosaic. All
subsequent written and oral forward-looking statements concerning Mosaic and
Vivint, the proposed transaction or other matters and attributable to Mosaic and
Vivint or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
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