LivePerson (LPSN) Proxy filing summary

Executive summary

• The proxy statement details a proposed two-step merger in which LivePerson will become an indirect, wholly owned subsidiary of SoundHound AI, Inc., with LivePerson shareholders (excluding TASE Shares) receiving SoundHound stock and TASE shareholders receiving cash, subject to a cap.

• The merger consideration is based on a fixed aggregate value, subject to adjustments for LivePerson's cash position and a pricing collar on SoundHound's stock, with a minimum of $7.00 and a maximum of $12.00 per share.

• The LivePerson board unanimously recommends approval, citing strategic, financial, and operational benefits, and has obtained a fairness opinion from Houlihan Lokey.

• The transaction is subject to regulatory approvals, LivePerson stockholder approval, and other customary closing conditions, with a targeted closing in Q3 2026.

• If the merger is not completed, LivePerson will remain independent, but its shares will be delisted from the TASE regardless.

Voting matters and shareholder proposals

• Stockholders are asked to vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the special meeting if necessary.

• Approval of the merger proposal requires a majority of outstanding shares; the other proposals require a majority of shares present or represented by proxy.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged financial and legal advisors, and negotiated the merger terms.

• Directors and executive officers collectively own approximately 1.7% of outstanding shares and intend to vote in favor of the merger.

• The merger agreement includes customary representations, warranties, and interim operating covenants.