Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 99.1 and Exhibit 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, nor shall Exhibit 99.1 or Exhibit 99.2 be deemed incorporated by reference
into any filing of the Company under the Securities Act, in each case, whether made before or after the date hereof, regardless
of any general incorporation language in such filing, except as expressly set forth in such filing.
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Important Information About the Proposed Transaction and
the Extension and Where to Find It
In connection with the proposed
transaction, Legacy intends to file a preliminary proxy statement and a definitive proxy statement with the SEC. In addition,
Legacy has filed a preliminary proxy statement and intends to file a definitive proxy statement to be used at its special
meeting of stockholders to approve an extension of time in which Legacy must complete a business combination or liquidate the
trust account that holds the proceeds of Legacy’s initial public offering (the “Extension”). Legacy will
mail the definitive proxy statement relating to the Extension to its stockholders of record as of September 6, 2019.
Legacy’s stockholders and other interested persons are advised to read, when available, the preliminary proxy
statements and the amendments thereto and the definitive proxy statements and documents incorporated by reference therein
filed in connection with the Extension and the proposed transaction, as these materials will contain important information
about the Extension, the Blue Impact business, Legacy and the proposed transaction contemplated by the share exchange
agreement. When available, the definitive proxy statement and other relevant materials for the proposed transaction will be
mailed to stockholders of Legacy as of a record date to be established for voting on the proposed transaction. Stockholders
will also be able to obtain copies of the preliminary proxy statements, the definitive proxy statements and other documents
filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web
site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati,
Ohio 45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy and its directors and executive
officers may be deemed participants in the solicitation of proxies from Legacy’s stockholders with respect to the proposed
transaction and the Extension. A list of the names of those directors and executive officers and a description of their interests
in Legacy is contained in Legacy’s annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed
with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request Legacy Acquisition
Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding
the interests of such participants will be contained in the proxy statement for the proposed transaction and the Extension when
available.
Blue Valor, Blue Focus Intelligent Communications
Group and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies
from the stockholders of Legacy in connection with the proposed transaction. A list of the names of such directors and executive
officers and information regarding their interests in the proposed transaction will be included in the proxy statement for the
proposed transaction when available.
Forward-Looking Statements:
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ actual results
may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements
as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “propose,” “plan,” “contemplate,”
“may,” “will,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, the anticipated portfolio of assets and agencies to comprise the Blue Impact business, Legacy’s anticipated name
following the closing of the proposed transaction, the expectation that shares of the post-acquisition company will trade on the
New York Stock Exchange following closing, the anticipated closing consideration for the proposed transaction, projected cash available
for acquisitions and working capital following the closing and the anticipated closing date of the proposed transaction.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside Legacy’s and the Blue Impact business’ control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the share exchange agreement, (2) the outcome of any legal proceedings that may be instituted
against Legacy and other transaction parties following the announcement of the share exchange agreement and the transactions contemplated
therein; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the stockholders
of Legacy or other conditions to closing in the share exchange agreement; (4) the occurrence of any event, change or other circumstance
that could otherwise cause the transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the proposed transaction; (6) the inability to obtain or maintain the
listing of the post-acquisition company’s common stock on the New York Stock Exchange following the proposed transaction;
(7) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation
of the proposed transaction; (8) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected
by, among other things, competition, the ability of the combined company to operate cohesively as a standalone group, grow and
manage growth profitably and retain its key employees; (9) costs related to the proposed transaction; (10) changes in applicable
laws or regulations; (11) the possibility that the Blue Impact business or the combined company may be adversely affected by other
economic business, and/or competitive factors; (12) the aggregate number of Legacy shares requested to be redeemed by Legacy’s
stockholders in connection with the proposed transaction and the Extension; (13) the risk that current trends in digital media
and marketing decelerate or do not continue; (14) the potential delay in completing the ongoing audit of the 2017 and 2018 financial
statements and the potential for audit and other related adjustments to the financial results for such periods; (15) estimates
for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results;
and (16) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed transaction,
including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. Legacy cautions that
the foregoing list of factors is not exclusive. Legacy cautions readers not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions
or circumstances on which any such statement is based.
No Offer or Solicitation:
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities
Act of 1933, as amended.