LivePerson urges stockholder vote on SoundHound merger before deadline

LivePerson (NASDAQ: LPSN) is urging stockholders to vote in favor of its proposed merger with SoundHound AI (NASDAQ: SOUN) ahead of a proxy voting deadline of 11:59 p.m. Eastern Time on Wednesday, Aug. 19, 2026. A special stockholder meeting is scheduled for Thursday, Aug. 20, 2026.

The merger requires approval from a majority of all outstanding shares, meaning abstentions carry the same effect as a vote against the transaction.

Proxy advisory firms ISS and Glass Lewis have both recommended that stockholders vote in favor of the deal.

Under the terms of the transaction, announced on April 21, 2026, most LivePerson stockholders would receive SoundHound shares valued at approximately $3.33 per share at the time of announcement, representing a 22% premium over LivePerson's 30-day volume-weighted average trading price prior to the announcement. Stockholders holding shares on the Tel Aviv Stock Exchange would receive a substantially equivalent value in cash.

LivePerson's outstanding debt currently exceeds the total transaction value. As part of the deal, secured noteholders have agreed to exchange their notes at a discount to the notes' approximately $350 million par value, which the company says allows stockholders to receive consideration in the transaction.

According to the press release, if the merger fails, LivePerson faces risks including potential Nasdaq delisting, difficulty servicing its debt, and the possibility of a reorganization in which stockholders would likely receive no value for their shares.

Tel Aviv Stock Exchange stockholders must deliver completed proxy cards and ownership certificates to LivePerson's Israeli counsel by 7:00 p.m. Israel time on Aug. 19, 2026.

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