SUPPLEMENT TO PROXY STATEMENT FOR
THE SPECIAL MEETING OF STOCKHOLDERS OF VIASAT, INC.
TO BE HELD ON TUESDAY, JUNE 21, 2022
On May 20,
2022, Viasat, Inc. (Viasat) filed a Definitive Proxy Statement on Schedule 14A (the Proxy Statement) with the Securities and Exchange Commission (SEC) in connection with the Share Purchase Agreement (the
Purchase Agreement) entered into by Viasat with the shareholders of Connect Topco Limited, a private company limited by shares and incorporated in Guernsey (Inmarsat), and certain management and employees who hold options and
shares of a subsidiary of Inmarsat whose options and shares will be exchanged for shares of Inmarsat prior to closing (collectively, the Sellers), to combine Viasat with Inmarsat (the Transaction). This is a supplement to the
Proxy Statement, which was mailed to Viasat stockholders in connection with the special meeting of Viasat stockholders (the Special Meeting) to be held virtually on Tuesday, June 21, 2022 at 8:30 a.m., Pacific Time, to act on
proposals related to the Transaction, as disclosed in the Proxy Statement.
Litigation Relating to the Transaction
On May 2, 2022, a stockholder of Viasat brought a purported class action in the Delaware Court of Chancery captioned Best v. Dankberg, et al., C.A. No.
2022-0383. The complaint alleges that the Viasat Board of Directors breached its fiduciary duties by approving a false and misleading proxy statement in connection with the Transaction. On June 1, 2022, the plaintiff filed a motion
for preliminary injunction, seeking to enjoin the stockholder vote regarding the issuance of Viasat common stock in connection with the Transaction.
Viasat does
not believe that the supplemental disclosures herein are required or necessary under applicable laws. However, in order to minimize the expense of defending against the above-referenced complaint and without admitting any liability or wrongdoing,
Viasat is electing to make the supplemental disclosures to the Proxy Statement set forth below in response to the complaint and solely for the purpose of mooting the allegations therein. Viasat denies the allegations of the complaint, and denies any
violation of law in connection with the Transaction. Viasat believes that the Proxy Statement disclosed all material information required to be disclosed therein, and denies that the supplemental disclosures are material or are otherwise required to
be disclosed. Nothing in the supplemental disclosures should be deemed an admission of legal necessity or materiality of any supplemental disclosures under applicable law.
Supplement to Proxy Statement
The following supplemental disclosures should
be reviewed in conjunction with the disclosures in the Proxy Statement, which should be carefully read in its entirety. To the extent information set forth herein differs from or updates information contained in the Proxy Statement, the information
contained herein supersedes the information contained in the Proxy Statement. Any defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
The following would replace the last two paragraphs in Opinion of Our Financial Advisor General on page 75 of the Proxy Statement:
In acting as our financial advisor in connection with the Transaction, as compensation for its services in connection with the Transaction, PJT Partners
is entitled to receive from us a $4 million opinion fee, which became payable upon the delivery of PJT Partners opinion to our Board and is creditable against any transaction fee that becomes payable upon the consummation of the
Transaction. Upon the consummation of the Transaction, PJT Partners is entitled to receive a transaction fee of $24 million. In addition, the transaction fee payable to PJT Partners may be increased by an amount of up to $4 million in our
sole and absolute discretion. We also agreed to reimburse PJT Partners for certain out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising
out of the performance of such services (including the rendering of PJT Partners opinion). No separate or additional fees will be payable to PJT Partners in connection with its role as our capital markets advisor on the Transaction or for its
assistance in arranging the committed financing for the Transaction in connection with such role.
In the ordinary course of PJT Partners and
its affiliates businesses, PJT Partners and its affiliates may provide investment banking and other financial services to us, Inmarsat Group, the Sellers or any of our or their respective affiliates and may receive compensation for the
rendering of these services. During the two years preceding the date of its opinion, PJT Partners and certain of its affiliates advised us, certain affiliates of Inmarsat Group and certain affiliates of the Sellers, for which PJT Partners and its
affiliates received or may in the future receive customary compensation. Such services during such period included: (i) previously advising us, through PJT Camberview, in connection with corporate governance and stockholder engagement matters
unrelated to the Transaction; (ii) previously advising Inmarsat (when it was a listed company) in connection with its December 2019 sale to its current owners; and (iii) advising certain affiliates (including certain portfolio companies)
of the Sellers in connection with various financial advisory and restructuring services unrelated to the Transaction. PJT Partners described these relationships in a letter dated October 26, 2021, and the Board reviewed those relationships in
connection with formalizing PJT Partners engagement on November 2, 2021. The fees that PJT Partners received or may receive for any such services are not material (individually or in the aggregate) to PJT Partners and its affiliates.