425: LivePerson Urges Stockholders to Vote FOR SoundHound 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 urging its stockholders to vote FOR the proposed transaction with SoundHound AI, Inc.
• The deadline to submit proxy votes is tomorrow, Wednesday, August 19, 2026, at 11:59 p.m. ET.
• Failing to vote is considered the same as voting AGAINST the merger, which could block the transaction.
• Both ISS and Glass Lewis, independent proxy advisory firms, have recommended a 'FOR' vote.
• The company highlights critical standalone risks if the transaction fails, including potential Nasdaq delisting and inability to service debt.
• Noteholder concessions are noted, with secured noteholders agreeing to exchange notes at a discount, allowing most LivePerson stockholders to receive SoundHound stock valued at approximately $3.33 per share.
• TASE stockholders will receive a substantially equivalent value in cash.

Sentiment

Score: 3

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

Positives

• Independent proxy advisory firms ISS and Glass Lewis unanimously recommend voting FOR the transaction.
• Noteholders have agreed to exchange their notes at a substantial discount, facilitating the transaction.
• LivePerson stockholders are expected to receive SoundHound stock valued at approximately $3.33 per share, a 22% premium over the 30-day VWAP before 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, creating a sense of urgency and potential negative consequences for inaction.
• Significant standalone risks are highlighted if the transaction fails, including potential Nasdaq delisting and inability to service substantial debt, which could lead to reorganization with no value for stockholders.
• The par value of LivePerson's outstanding debt exceeds the total value of the transaction, indicating a precarious financial situation.

Risks

• If the transaction fails, stockholders face risks of continued slowing or degradation of LivePerson's business due to commercial headwinds.
• Potential delisting from the Nasdaq stock exchange if the transaction fails.
• Potential inability to service or repay LivePerson's substantial debt and comply with debt-related financial covenants.
• Risk of reorganization, where stockholders would likely receive no value for their shares, if the transaction fails.
• The definitive merger agreement could be terminated under certain circumstances.
• The transaction may not close when expected or at all due to failure to satisfy closing conditions, including shareholder approval or note restructuring.
• Benefits of the transaction may not be fully realized or may take longer than expected.
• Potential for unexpected factors or events to make the transaction more expensive to complete.

Future Outlook

The filing focuses on the immediate need for stockholder votes to approve the SoundHound transaction. It outlines the critical risks of not completing the transaction, including potential insolvency and delisting, and presents the merger as the primary path forward to maximize stockholder value.

Management Comments

• The Time to Vote for the SoundHound Transaction is NOW
• Voting Closes Tomorrow, Wednesday, August 19, 2026, at 11:59 p.m. ET
• Failing to Vote Has the Exact Same Effect as Voting "AGAINST" the Merger
• Please vote today by proxy card, online or by phone.
• Because transaction approval requires the affirmative vote of a majority of all outstanding shares (not just those cast), if you do not vote, it has the exact same effect as voting AGAINST the transaction. 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 in the AI and cloud communications sector where companies with significant debt and facing commercial headwinds seek consolidation or acquisition to survive and potentially unlock value. The urgency underscores the precarious financial positions many companies in this space can find themselves in.

Legal Proceedings

• The filing mentions the outcome of any legal proceedings that may be instituted against LivePerson or SoundHound in connection with the transaction as a potential risk factor.

Stakeholder Impact

• Shareholders: Urged to vote FOR the merger to potentially maximize value and avoid insolvency. Inaction is detrimental. Those who vote will receive SoundHound stock or cash, with an indicated premium.
• Noteholders: Have agreed to significant concessions by exchanging notes at a discount to par value.
• Employees: Potential impact on employment and operations depending on the integration of LivePerson and SoundHound.
• Customers: Potential changes in service offerings and support as the companies integrate.

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.
• If approved, the transaction with SoundHound AI will proceed towards closing.

Key Dates

Recommendation

The filing presents a critical juncture for LivePerson, with the proposed merger with SoundHound AI appearing to be the most viable path to avoid insolvency and potential delisting. While the terms offer a premium over recent trading prices, the underlying financial distress and the significant risks associated with the standalone business warrant a cautious 'hold' recommendation. Investors should carefully consider the risks outlined and the potential outcomes of the vote.

Keywords

merger, acquisition, stockholder vote, SoundHound AI, conversational AI, proxy, debt restructuring, insolvency