Key Takeaways:
LivePerson's board urged stockholders to vote FOR its SoundHound AI acquisition, warning that unvoted shares count against the Aug. 20 deal.
"This transaction provides a negotiated path to deliver immediate, certain premium value to our stockholders and protect your investment," the LivePerson Board of Directors said in a letter filed with the U.S. Securities and Exchange Commission.
The special meeting is set for Aug. 20 at 10:00 a.m. Eastern Time, with votes due by 11:59 p.m. on Aug. 19. Approval requires the affirmative vote of a majority of all outstanding shares, so any share not voted effectively counts as a vote against the transaction. Independent proxy advisers ISS and Glass Lewis support the board's recommendation. The proxy statement/prospectus was filed with the SEC on July 9.
The vote is the next scheduled event for SoundHound, whose shares closed Friday up 13.3 percent at $8.02 after second-quarter revenue of $61.9 million beat the consensus estimate of $52.39 million by 18.1 percent. SoundHound's 2026 revenue forecast of $230 million to $260 million does not factor in the acquisition.
LivePerson stockholders who hold shares through a bank or broker should follow the voting instructions they provide. Those holding shares on the Tel Aviv Stock Exchange must deliver an ownership certificate confirming ownership on July 6. The board framed the choice as premium value versus severe standalone risk, arguing the deal delivers immediate, certain value to holders.
SoundHound's market capitalization reached $3.49 billion on Friday, about 14.2 times the midpoint of its guidance. The company reported cash of $203 million and no debt, though operating cash outflows widened to $60 million in the first half from $43.7 million a year earlier. "Our pipeline has never been this big and our win rate has never been this good," Keyvan Mohajer, chief executive at SoundHound, said.
Wall Street reaction to the earnings was mixed, with D.A. Davidson's Gil Luria keeping a Buy rating and a $10 price target while Piper Sandler's James Fish held Neutral at $7. The differing views point to questions about the stability of revenue as large deals become harder to predict quarter to quarter.
The vote outcome determines whether SoundHound folds LivePerson's conversational AI platform into its voice business, a combination that would consolidate two AI-driven customer engagement companies. Investors will watch the Aug. 20 meeting for the shareholder tally and any updated guidance that includes the acquisition.
This article is for informational purposes only and does not constitute investment advice.
