SOFTWARE ACQUISITION GROUP INC. 1980 Festival Plaza Drive, Ste. 300 Las Vegas, Nevada Dear Stockholder: on August 10, 2020, Software Acquisition Group Inc
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SOFTWARE ACQUISITION GROUP INC. 1980 Festival Plaza Drive, Ste. 300 Las Vegas, Nevada Dear Stockholder: On August 10, 2020, Software Acquisition Group Inc. (“Software Acquisition Group”), and CS Merger Sub, Inc. (“Merger Sub”) a wholly owned subsidiary of Software Acquisition Group, entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “merger agreement”) with CuriosityStream Inc. (“CuriosityStream”) and Hendricks Factual Media LLC, as the majority stockholder of CuriosityStream (“HFM”). If the issuance of Class A common stock (“Class A Common Stock”) by Software Acquisition Group as the merger consideration is approved by Software Acquisition Group’s stockholders, and the merger is subsequently completed, Merger Sub will merge with and into CuriosityStream with CuriosityStream surviving the merger as a wholly owned subsidiary of Software Acquisition Group (the “merger”). Immediately prior to the effective time of the merger, each outstanding share of CuriosityStream preferred stock (other than shares owned by CuriosityStream as treasury stock) will be converted to shares of CuriosityStream common stock, in accordance with the certificate of designation of the CuriosityStream preferred stock as amended to the date of the merger, and at the effective time of the merger, each outstanding share of CuriosityStream common stock (other than shares owned by CuriosityStream as treasury stock or dissenting shares) will be converted into the right to receive a number of shares of Class A Common Stock equal to (i)(a)(x) $302,098,500 divided by (y) an amount equal to the value of the funds in Software Acquisition Group’s Trust Account (net of certain taxes payable) as of the close of business on the business day prior to closing divided by the number of outstanding shares of Class A Common Stock (the amount in this clause (a)(y) being referred to as the “Reference Price”), plus (if positive) or minus (if negative) (b)(x) an amount equal to the sum of estimated working capital and closing cash of CuriosityStream net of estimated indebtedness of CuriosityStream and amounts being escrowed for working capital adjustments to be performed post-closing and indemnification obligations of CuriosityStream (the amount in this clause (b)(x) being referred to as the “Adjustment Amount”), divided by (y) the Reference Price, divided by (ii) the number of shares of common stock outstanding at the effective time of the merger. The number resulting from this calculation is referred to as the “exchange ratio.” Assuming that the merger effective date were September 21, 2020 and that CuriosityStream had no net working capital, cash or indebtedness, the exchange ratio would have been 0.64 shares of Class A Common Stock for each share of CuriosityStream common stock, except for any resulting fractional shares of Class A Common Stock (which will be rounded to the nearest whole share, with a fraction of 0.5 outstanding shares rounded up). Based on the number of shares of CuriosityStream preferred stock outstanding and the number of shares of CuriosityStream common stock outstanding, in each case as of September 21, 2020, the total number of shares of Class A Common Stock expected to be issued in the merger at the closing of the merger is approximately 30.1 million, and holders of shares of CuriosityStream common stock as of immediately prior to the closing of the merger will hold, in the aggregate, approximately 58.7% and 75.6% of the issued and outstanding shares of Class A Common Stock immediately following the closing of the merger, assuming no shares of Class A Common Stock are redeemed and assuming the maximum number of shares of Class A Common Stock are redeemed, respectively. Because the final merger consideration will be determined as of two (2) business days prior to the closing of the merger, holders of Class A Common Stock will not know at the time of the vote the number of shares that will be issued to holders of CuriosityStream common stock. Software Acquisition Group’s units and Class A Common Stock are publicly traded on the NASDAQ Capital Market (the “NASDAQ”). We intend to list the combined company’s common stock and public warrants on the NASDAQ under the symbols CURI and CURIW, respectively, upon the closing of the merger. The combined company will not have units traded on the NASDAQ following the closing of the merger. Software Acquisition Group will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the proposed merger. Software Acquisition Group and CuriosityStream cannot complete the merger unless Software Acquisition Group’s stockholders consent to the approval of the merger agreement and the transactions contemplated thereby, including the issuance of Class A Common Stock to be issued as the merger consideration. Software Acquisition Group and CuriosityStream are sending you this proxy statement to ask you to vote in favor of these and the other matters described in this proxy statement. The Special Meeting will be held on October 12, 2020, at 10:00 a.m. Eastern Time, via a virtual meeting. In light of the novel coronavirus disease (referred to as “COVID-19”) pandemic and to support the well-being of Software Acquisition Group’s stockholders and partners, the special meeting will be completely virtual. You may attend the meeting and vote your shares electronically during the meeting via live webcast by visiting https://www.cstproxy.com/softwareacquisitiongroup/sm2020. You will need the control number that is printed on your proxy card to enter the special meeting. Software Acquisition Group recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF CLASS A COMMON STOCK YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee. The Software Acquisition Group board of directors has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that Software Acquisition Group stockholders vote “FOR” the approval of the merger agreement, “FOR” the issuance of Class A Common Stock to be issued as the merger consideration, “FOR” the other matters to be considered at the Special Meeting and “FOR” the Adjournment Proposal (if necessary). The CuriosityStream board of directors has unanimously approved the merger agreement and the transactions contemplated thereby. The merger agreement has also been approved by a majority of the voting power of CuriosityStream’s outstanding shares entitled to vote thereon in accordance with the CuriosityStream organizational documents. This proxy statement provides you with detailed information about the proposed merger. It also contains or references information about Software Acquisition Group and CuriosityStream and certain related matters. You are encouraged to read this proxy statement carefully. In particular, you should read the “Risk Factors” section beginning on page 21 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. If you have any questions regarding this proxy statement, you may contact D.F. King & Co., Inc., Software Acquisition Group’s proxy solicitor, toll-free at (800) 334-0384 or by email at [email protected]. Sincerely, /s/ Jonathan S. Huberman Jonathan S. Huberman Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Director Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the merger, the issuance of shares of Class A Common Stock in connection with the merger or the other transactions described in this proxy statement, or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense. This proxy statement is first being mailed to stockholders of Software Acquisition Group on or about September 22, 2020. Software Acquisition Group Inc. NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 12, 2020 NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”), of Software Acquisition Group Inc., a Delaware corporation (which is referred to as “Software Acquisition Group”) will be held virtually, via live webcast by visiting https://www.cstproxy.com/softwareacquisitiongroup/sm2020, at 10:00 a.m. Eastern Time, on October 12, 2020. You will need the control number that is printed on your proxy card to enter the Special Meeting. Software Acquisition Group recommends you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts. Please note that you will not be able to attend the Special Meeting in person. You are cordially invited to attend the Special Meeting for the following purposes: 1. The Business Combination Proposal — To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 10, 2020 (as it may be amended and/or restated from time to time, the “merger agreement”), by and among CuriosityStream Inc. (“CuriosityStream” or the “Company”), Software Acquisition Group, CS Merger Sub, Inc. (“Merger Sub”), and Hendricks Factual Media LLC, as the majority stockholder of CuriosityStream (“HFM”) and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into CuriosityStream with CuriosityStream surviving the merger as a wholly owned subsidiary of Software Acquisition Group (the “merger”).