The proposed transaction would combine SoundHound’s industry-leading voice and agentic AI platform with LivePerson’s enterprise digital engagement and AI assurance capabilities.
Together, the companies are expected to create a complete, trusted conversational AI platform with greater scale, broader customer reach — including 25 of the Fortune 100 —and expanded opportunities to innovate, cross-sell and serve enterprises across voice and digital channels.
By voting “FOR,” LivePerson stockholders have the opportunity to participate in the future of the combined company, supported by SoundHound’s strong balance sheet, engineering resources and proven AI innovation.
The LivePerson Board unanimously recommends that stockholders vote “FOR” the transaction.
Your vote is important. Approval of the merger proposal requires the affirmative vote of a majority of all outstanding shares of LivePerson common stock. Not voting has the same effect as a vote against the transaction. Please vote today, before the August 20, 2026 special meeting.
*Stockholders who hold their shares through the Tel Aviv Stock Exchange (TASE) will receive cash instead of SoundHound shares, and the amount of such cash per share is expected to be substantially equivalent to the per share value of the SoundHound shares.
The combination brings together SoundHound's voice AI and LivePerson's digital conversational AI, two complementary businesses serving enterprise customers. We believe the transaction will expand the combined customer base across more industries, create cross-sell opportunities (including offering SoundHound's voice AI to LivePerson customers, a frequently requested capability), and combine SoundHound's billions of annual voice interactions with LivePerson's roughly one billion monthly digital messages to build a stronger data foundation for AI innovation.
LivePerson stockholders will also benefit from SoundHound's stronger balance sheet and engineering scale, and because most stockholders will receive SoundHound stock, they can participate in the combined company's future.
LivePerson's board of directors unanimously recommends that stockholders vote"FOR" the merger proposal.
Most LivePerson stockholders* will receive shares of SoundHound common stock in exchange for their LivePerson shares.
The consideration represented approximately $3.33 in value per LivePerson share as of announcement of the transaction on April 21, 2026, a premium of approximately 22% over the 30-day volume-weighted average price of LivePerson stock prior to such announcement.
The exact number of SoundHound shares you receive will not be finalized until closing, because it depends on SoundHound's stock price near closing. This price is calculated using the 10-day volume-weighted average price ending three days prior to closing. This 10-day VWAP is subject to a "collar": if it is above $12.00 per share, $12.00 will be used, and if it is below $7.00 per share, $7.00 will be used. In addition, the aggregate consideration is subject to possible downward adjustment based on LivePerson's cash balance shortly before closing, as described in the proxy statement/prospectus.
The below calculator tool provides an estimate of the implied value of the per-share consideration to be received by LivePerson stockholders based on varying values of SoundHound’s 10-day VWAP.
*Stockholders who hold their shares through the Tel Aviv Stock Exchange (TASE) will receive cash instead of SoundHound shares, and the amount of such cash per share is expected to be substantially equivalent to the per share value of the SoundHound shares.
The transaction is the outcome of a comprehensive review of strategic alternatives with the objective of maximizing stockholder value.
Following this process, LivePerson's board of directors unanimously determined that the transaction is in the best interests of LivePerson and its stockholders and represents the best alternative for maximizing stockholder value, including compared to continuing as a standalone company.
The board also weighed the risks of continuing to operate independently, including LivePerson's significant debt burden, ongoing competitive pressures, and recent revenue declines.
As disclosed in the proxy/prospectus, and subject to the factors described therein, LivePerson’s secured noteholders have agreed to a significant discount to the approximately $350 million of principal amount of secured notes currently outstanding, plus applicable redemption or repurchase premia and accrued interest to which they would be otherwise contractually entitled. Absent these concessions, there would be no value available to distribute to LivePerson shareholders. Instead, common shareholders have the opportunity to convert distressed standalone equity into equity of a combined company with a healthy balance sheet, broader capabilities and enhanced scale.
The transaction is expected to close in the second half of 2026, subject to the satisfaction of closing conditions, including approval of the merger proposal by LivePerson stockholders at the special meeting.
If the transaction is not completed, LivePerson stockholders will not receive any consideration for their shares and will remain stockholders of LivePerson. LivePerson will continue as an independent public company listed on Nasdaq, and its management will continue to operate the business on a standalone basis.
However, as described in detail in the proxy statement/prospectus, failure to complete the transaction carries substantial risks to LivePerson and its stockholders, including:
Yes, if you owned LivePerson common stock as of the close of business on July 6, 2026, the record date for the special meeting. You can submit your vote now, please see the information below.
If you are a stockholder* of record, you can vote four ways:
Online at www.proxyvote.com or scan the QR Barcode from your proxy card. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You may also vote during the virtual meeting at www.virtualshareholdermeeting.com/LPSN2026SM.
By Phone at 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
By Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
If your shares are held through a broker or bank, follow the voting instructions your broker or bank sends you.
*If you hold shares through the TASE, you must return a signed proxy card along with an ownership certificate to LivePerson's Israeli counsel, Arnon, Tadmor-Levy, per the instructions in the proxy statement.
If you hold your shares through a member of the Tel Aviv Stock Exchange, the voting process is different from the process for other stockholders.
To vote, you must complete, sign, and date the proxy card and return it, together with an ownership certificate confirming that you owned your TASE shares on the July 6, 2026 record date, to LivePerson's Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101, or by email to MosheP@ArnonTL.com. Your materials must be received no later than 7:00 p.m. Israel time on August 19, 2026.
The form of proxy card for TASE holders is available at www.magna.isa.gov.il and maya.tase.co.il.
You are entitled to one vote for each share of LivePerson common stock you held as of the July 6, 2026 record date.
You can submit your vote NOW. You do not need to wait until the special meeting on August 20. Please see question 7 for details.
The special meeting will be held on August 20, 2026 at 10:00 a.m. Eastern Time. Internet and telephone votes must be submitted by 11:59 p.m. Eastern Time on August 19, 2026 (the day before the meeting), and mailed proxy cards must be received before the meeting. You may also vote electronically during the meeting before the polls close.
TASE holders must deliver their proxy card and ownership certificate to LivePerson's Israeli counsel by 7:00 p.m. Israel time on August 19, 2026.
Regardless of method, LivePerson encourages stockholders to vote as soon as possible.
Yes. You can change your vote at any time before it is exercised at the special meeting by submitting a new vote by Internet or telephone at a later date, by signing and returning a later-dated proxy card, by sending a written notice of revocation to LivePerson, Inc., 530 Seventh Ave, Floor M1, New York, New York 10018, Attention: Corporate Secretary, or by attending and voting at the virtual special meeting.
If your shares are held through a broker, bank, or other nominee, contact them for instructions on how to change your vote.
If you hold shares through the Tel Aviv Stock Exchange, you must file a new signed proxy card with LivePerson's Israeli counsel, Arnon, Tadmor-Levy, no later than 7:00 p.m. Israel time on August 19, 2026.
You received the proxy statement/prospectus for the special meeting and a proxy card (or, if you hold shares through a broker or bank, a voting instruction form).
These materials began mailing on or about July 9, 2026, and are also available free of charge at www.proxyvote.com.
If you hold shares in more than one account, you may receive more than one proxy card, and you should vote each one.
Yes. If you hold your LivePerson shares through a brokerage account (for example,with a firm like Fidelity, Schwab, or Robinhood), rather than directly registered in your own name, your broker cannot vote your shares on the merger proposal without instructions from you. If you do not provide voting instructions, your shares will not be voted on the merger, which has the same effect as a vote "AGAINST" the transaction.
To make sure your shares are counted, follow the instructions on the voting instruction form your broker or bank sent you. You can typically vote online,by phone, or by mail using that form. If you did not receive a voting instruction form, or have questions about how to vote your shares, contact your broker or bank directly, or reach LivePerson's proxy solicitor, MacKenzie Partners, at (800) 322-2885 or by email at proxy@mackenziepartners.com.
Contact LivePerson's proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or by email at proxy@mackenziepartners.com. They can also provide additional copies of the proxy materials.