Mosaic Acquisition Corp. (NYSE: MOSC; “Mosaic”) and Vivint Smart
Home, Inc. (“Vivint”) today announced that, in connection with
their pending transaction, Vivint has waived the closing condition
relating to the number of redemptions of public shares of Mosaic
Class A common stock (“Mosaic common stock”). Under the terms of
the merger agreement, it is a condition to Vivint’s obligation to
consummate the merger that the number of redemptions of Mosaic
common stock under the redemption offer made by Mosaic in
connection with the merger does not exceed 10,350,000 shares of
Mosaic common stock (the “Maximum Redemption Condition”). Based on
the number of requests for redemptions of Mosaic common stock made
by its stockholders, Mosaic anticipates that the number of
redemptions will exceed 10,350,000 shares of Mosaic common stock.
Nevertheless, Vivint has agreed, in accordance with the merger
agreement, to waive the Maximum Redemption Condition and the merger
is expected to be completed in January 2020, subject to the
satisfaction of other customary closing conditions.
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About Vivint Smart Home
Vivint Smart Home is a leading smart home company in North
America. Vivint delivers an integrated smart home system with
in-home consultation, professional installation and support
delivered by its Smart Home Pros, as well as 24/7 customer care and
monitoring. Dedicated to redefining the home experience with
intelligent products and services, Vivint serves more than 1.5
million customers throughout the United States and Canada. For more
information, visit www.vivint.com.
About Mosaic Acquisition Corp.
Mosaic Acquisition Corp. is a special purpose acquisition
company formed by Mosaic Sponsor, LLC and Fortress Mosaic Sponsor
LLC for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. For more information,
visit www.mosaicac.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 (as amended, the “Registration
Statement”) 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, which include an updated
proxy statement/consent solicitation statement/prospectus.
Beginning on December 27, 2019, an updated definitive proxy
statement/consent solicitation/prospectus was 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.
FORWARD-LOOKING STATEMENTS
This communication contains, and oral statements made from time
to time by our representatives may contain, 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.
Annualized, pro forma, projected and estimated numbers are used
for illustrative purpose only, are not forecasts and may not
reflect actual results.
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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For Vivint Investors Dale R.
Gerard, (801) 705-8011 dgerard@vivint.com
Media Liz Tanner, (801) 229-6956
liz.tanner@vivint.com
For Mosaic Investors William
H. Mitchell whmitchell@mosaicac.com
Media Sard Verbinnen & Co.
George Sard/David Millar (212) 687-8080
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