LivePerson (NASDAQ: LPSN), a leading provider of predictable conversational AI, is urging stockholders to vote in favor of its pending acquisition by SoundHound AI, Inc. (NASDAQ: SOUN).
The company’s Board of Directors has issued a formal letter calling on stockholders to support the deal ahead of a Special Meeting scheduled for August 20, 2026, at 10:00 a.m. Eastern Time.
The LivePerson Board unanimously recommends a “FOR” vote, a position also backed by independent proxy advisory firm Glass Lewis, which has endorsed the Board’s recommendation.
Stockholders who approve the transaction will receive SoundHound common stock representing a value of approximately $3.33 per share, based on the April 21, 2026 announcement date.
That figure represents a 22% premium over LivePerson’s 30-day volume-weighted average price prior to the announcement, offering what the Board describes as immediate and certain premium value.
Stockholders holding shares on the Tel Aviv Stock Exchange will receive a substantially equivalent value per share in cash rather than SoundHound common stock.
SoundHound has stated that, assuming the transaction closes in the second half of 2026, it expects an achievable combined revenue range of at minimum $350 million to $400 million in 2027, scaling to $500 million based on the existing customer base alone.
The combined entity would unify leading voice and digital conversational AI capabilities, with the merged company serving 25 of the Fortune 100 companies.
LivePerson’s Board has warned that rejecting the deal, or simply failing to vote, carries serious consequences for stockholders given the company’s financial position.
LivePerson’s revenue dropped 22% in 2023 due to customer attrition, and commercial headwinds have persisted through 2024 and 2025, with turnaround progress slower than expected.
The company faces risks including potential delisting from Nasdaq and a potential inability to service or repay its substantial debt, which could eventually lead to reorganization in which stockholders would in all likelihood receive no value for their shares.
Because the transaction requires approval from a majority of all outstanding shares, any share that is not voted will effectively count as a vote “AGAINST” the transaction, the Board cautioned.
Votes must be received by 11:59 p.m. Eastern Time on August 19, 2026, and stockholders can vote online at www.proxyvote.com, by calling 1-800-690-6903, or by returning a signed proxy card by mail.
Stockholders with questions are encouraged to contact LivePerson’s proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885 or by email at [email protected].
