425: LivePerson Urges Stockholders to Vote for SoundHound AI Merger

LivePerson is strongly reminding stockholders to vote FOR the proposed transaction with SoundHound AI, with voting closing tomorrow, August 19, 2026, emphasizing that failure to vote is equivalent to voting against the merger.

Summary

• LivePerson is issuing an urgent reminder to its stockholders to vote in favor of the proposed transaction with SoundHound AI.
• The deadline to submit proxy votes is tomorrow, Wednesday, August 19, 2026, at 11:59 p.m. ET.
• Failure to vote will be counted as a vote against the merger, which requires an affirmative vote of a majority of all outstanding shares.
• Both ISS and Glass Lewis, independent proxy advisory firms, have unanimously recommended a FOR vote.
• The company highlights significant risks of remaining standalone, including potential Nasdaq delisting, inability to service debt, and potential reorganization where stockholders would receive no value.
• Noteholder concessions are noted, with secured noteholders agreeing to exchange notes at a discount to par value ($350 million), allowing most LivePerson stockholders to receive SoundHound stock valued at approximately $3.33 per share (a 22% premium over the 30-day VWAP before announcement).

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to the urgent tone and emphasis on critical standalone risks and potential insolvency if the transaction fails, despite the recommendation to vote for the merger.

Positives

• Independent proxy advisory firms ISS and Glass Lewis unanimously recommend voting FOR the transaction.
• Noteholder concessions are expected to allow most LivePerson stockholders to receive SoundHound stock valued at approximately $3.33 per share, representing a 22% premium over the 30-day VWAP prior to the announcement.
• The transaction is presented as a viable path to maximize stockholder value and avoid standalone insolvency risks.

Negatives

• The filing emphasizes that failing to vote has the exact same effect as voting AGAINST the merger, putting investments at risk.
• Significant standalone risks are highlighted, including potential Nasdaq delisting, inability to service substantial debt, and potential reorganization leading to no value for stockholders.
• The company's outstanding debt currently exceeds the total value of the transaction.
• TASE stockholders must deliver ownership certificates and proxy cards to Israeli counsel by 7:00 p.m. Israel time tomorrow, August 19.

Risks

• Failure to obtain the required shareholder approvals for the merger.
• Failure to consummate the notes restructuring transactions.
• The occurrence of any event that could lead to the termination of the definitive merger agreement.
• Potential inability to service or repay LivePerson's substantial debt and comply with debt-related financial covenants.
• Potential delisting from the Nasdaq.
• Commercial headwinds impacting LivePerson's standalone financial profile.
• Risks associated with integrating the businesses of LivePerson and SoundHound AI.
• The transaction may be more expensive to complete than anticipated.

Future Outlook

The filing focuses on the immediate need for stockholder approval of the SoundHound AI transaction, highlighting the critical risks of not completing the merger. It does not provide specific forward-looking financial guidance beyond the terms of the proposed transaction.

Management Comments

• The Time to Vote for the SoundHound Transaction is NOW.
• Failing to Vote Has the Exact Same Effect as Voting "AGAINST" the Merger.
• Inaction will block the merger and put your investment at risk.
• Both leading independent proxy advisory firms have strongly endorsed this transaction as a viable path to maximize stockholder value and avoid standalone insolvency risks.
• If the transaction fails, stockholders are exposed to the risks of continued slowing or degradation of LivePerson's business given commercial headwinds from the Company's standalone financial profile, a potential delisting from the Nasdaq, and potential inability to service or repay LivePerson's substantial debt and/or comply with debt-related financial covenants, which could eventually lead to reorganization, in which stockholders would in all likelihood receive no value for their shares.

Industry Context

StockSavvy.ai notes that this filing reflects a common scenario for companies facing significant financial distress or market headwinds, where a merger or acquisition is pursued as a strategic alternative to avoid insolvency. The emphasis on debt restructuring and noteholder concessions is typical in such situations.

Comparison to Industry Standards

• The structure of the deal, involving noteholder concessions and a significant discount to par value for debt holders, is a common strategy in distressed M&A scenarios to facilitate a transaction and provide some recovery for equity holders.
• The reliance on independent proxy advisory firms like ISS and Glass Lewis for recommendations is standard practice for significant corporate transactions, indicating adherence to governance best practices.
• The urgency conveyed in the communication is typical for a critical shareholder vote with a tight deadline, aiming to maximize participation and secure the necessary approvals.

Stakeholder Impact

• Shareholders: Face significant risk of losing their entire investment if the transaction fails due to potential insolvency and delisting. If the transaction succeeds, they are expected to receive SoundHound stock valued at approximately $3.33 per share.
• Noteholders: Agreeing to exchange notes at a substantial discount to par value ($350 million) to facilitate the transaction.
• Employees: Potential disruption and uncertainty due to the pending merger and the risks associated with the company's standalone financial health.
• Customers: Potential impact on service continuity and support if the company faces insolvency or reorganization.

Next Steps

• Stockholders must submit their proxy votes by August 19, 2026, 11:59 p.m. ET.
• The Special Meeting of Stockholders will take place on August 20, 2026.

Key Dates

Recommendation

The filing presents a critical juncture for LivePerson, with significant downside risk if the merger fails, but also a clear path forward with the proposed transaction. The recommendation to vote FOR the merger is strong, but the underlying financial distress and the terms of the deal (debt exceeding transaction value) suggest a 'hold' rather than a 'buy' for existing shareholders, as the immediate future is heavily dependent on the merger's success and the subsequent integration. New investors might consider the potential upside if the merger is successful and SoundHound AI performs well, but the risks are substantial.

Keywords

merger, stockholder vote, SoundHound AI, LivePerson, conversational AI, proxy, debt restructuring, insolvency risk