# LIVEPERSON INC (LPSN) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_002b9dbc60bbd4acb3f4 · retrieved 2026-08-11T15:59:13.021Z ## Overview LivePerson is an enterprise leader in predictable conversational AI, providing Conversational Cloud and Syntrix platforms used by leading brands to connect with customers and power nearly a billion messages monthly. LivePerson announced that proxy advisory firm Glass Lewis recommended stockholders vote "FOR" the proposed merger with SoundHound AI, Inc. ahead of a Special Meeting of Stockholders scheduled for August 20, 2026. Most LivePerson stockholders will receive SoundHound stock valued at approximately $3.33 per share as of the April 21, 2026 announcement, representing a 22% premium over the 30-day volume-weighted average trading price before announcement. Stockholders holding shares on the Tel Aviv Stock Exchange will receive substantially equivalent value in cash. As part of the transaction, LivePerson's secured noteholders have agreed to exchange their notes at a value reflecting a substantial discount to the notes' approximately $350 million par value. The combined business is expected to achieve a revenue range of $350 to $400 million in 2027, with potential to reach $500 million based on existing customer base. ## Terms - Counterparty: SoundHound AI, Inc. · Deal value: $43.0M · Consideration: mixed · Premium: 22.0% · Price/share: $3.33 ## Key dates - Announced 2026-07-23 · Record 2026-07-06 · Vote 2026-08-20 ## Timeline - 2026-07-23 · 425 (0001193125-26-313372): 425 - LIVEPERSON INC — *LivePerson, Inc. is an enterprise leader in predictable conversational AI, providing the Conversational Cloud and Syntrix platforms that enable brands to connect with customers through digital messaging and voice interactions.* LivePerson, Inc. announced a pending merger with SoundHound AI, Inc., with a special shareholder meeting scheduled for August 20, 2026. The transaction provides LivePerson shareholders with SoundHound common stock valued at approximately $3.33 per LivePerson share as of the April 21, 2026 announcement date, representing a 22% premium over LivePerson's 30-day volume-weighted average price prior to announcement. The merger consideration is subject to a collar mechanism: if SoundHound's 10-day volume-weighted average price (VWAP) at closing exceeds $12.00 per share, $12.00 will be used; if below $7.00 per share, $7.00 will be used. LivePerson's secured noteholders have agreed to exchange their notes at a substantial discount to the approximately $350 million par value. The transaction is expected to close in the second half of 2026, subject to shareholder approval and satisfaction of closing conditions. https://www.sec.gov/Archives/edgar/data/1102993/0001193125-26-313372.txt - 2026-07-23 · 425 (0001102993-26-000041): 425 - LIVEPERSON INC — *LivePerson, Inc. is a prepackaged software company providing customer engagement and AI-powered conversational solutions.* SoundHound AI has agreed to acquire LivePerson, Inc. in an all-stock transaction. A registration statement on Form S-4 was filed with the SEC on July 9, 2026, which includes a definitive proxy statement/prospectus for LivePerson shareholders. The proxy statement/prospectus was mailed to LivePerson stockholders on or about July 9, 2026. The transaction is subject to customary closing conditions, including shareholder approval and regulatory approvals. A notes restructuring transaction is also contemplated as part of the deal. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000041.txt - 2026-07-24 · 8-K (0001102993-26-000046): 8-K - LIVEPERSON INC — *LivePerson, Inc. is a Delaware corporation that provides prepackaged software services.* LivePerson, Inc. entered into an Amended and Restated Merger Agreement with SoundHound AI, Inc. on July 2, 2026, pursuant to which Merger Sub I (a SoundHound subsidiary) will merge with and into LivePerson, with LivePerson surviving as an indirect wholly owned subsidiary of SoundHound, followed immediately by Merger Sub II merging with and into LivePerson. The closing of the Mergers is conditioned upon foreign investment approvals in Bulgaria, Canada, Italy, Germany, and the United Kingdom. As of July 20, 2026, all required foreign investment clearances have been received: Italy and Canada (June 25, 2026), Germany (June 29, 2026), United Kingdom (July 1, 2026), and Bulgaria (July 20, 2026). The Mergers remain subject to LivePerson stockholder approval before consummation. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000046.txt - 2026-07-24 · 425 (0001102993-26-000048): 425 - LIVEPERSON INC — *LivePerson, Inc. is a Delaware corporation providing prepackaged software services.* On July 2, 2026, LivePerson, Inc. entered into an Amended and Restated Merger Agreement with SoundHound AI, Inc. and its subsidiaries Lightspeed Merger Sub Inc. and Lightspeed Merger Sub II Inc. Under the agreement, Merger Sub I will merge with and into LivePerson, with LivePerson surviving as an indirect wholly owned subsidiary of SoundHound, followed immediately by Merger Sub II merging with and into LivePerson. As of July 20, 2026, all required foreign investment approvals have been received from Bulgaria, Canada, Italy, Germany, and the United Kingdom. The Mergers remain subject to LivePerson stockholder approval before consummation. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000048.txt - 2026-07-28 · 425 (0001102993-26-000054): 425 - LIVEPERSON INC — *LivePerson Inc. is a prepackaged software company providing digital engagement and conversational AI solutions.* LivePerson Inc. is seeking shareholder approval for its proposed acquisition by SoundHound AI at a special meeting scheduled for August 20, 2026. Based on the transaction announcement on April 21, 2026, the consideration represents approximately $3.33 per LivePerson share, representing a premium of approximately 22% over LivePerson's 30-day volume-weighted average trading price prior to the announcement. Stockholders whose shares are listed on the Tel Aviv Stock Exchange (TASE) are expected to receive the equivalent value in cash instead of SoundHound AI shares, while other stockholders are expected to receive SoundHound AI shares. As part of the agreement, LivePerson's secured noteholders have agreed to exchange their debt at a substantial discount to the notes' approximately $350 million face value. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000054.txt - 2026-07-28 · 425 (0001193125-26-321286): 425 - LIVEPERSON INC — *LivePerson, Inc. provides prepackaged software services for customer engagement and conversational AI.* SoundHound AI has filed a registration statement on Form S-4 with the SEC that includes a definitive proxy statement of LivePerson and constitutes a prospectus of SoundHound AI with respect to shares of SoundHound AI common stock to be issued in the proposed transaction. The proxy statement/prospectus was filed with the SEC on July 9, 2026, and mailing to LivePerson stockholders began on or about the same date. The filing contemplates obtaining shareholder approvals and regulatory approvals, with closing timing to be determined. https://www.sec.gov/Archives/edgar/data/1102993/0001193125-26-321286.txt - 2026-08-04 · 425 (0001102993-26-000065): 425 - LIVEPERSON INC — *LivePerson is an enterprise leader in predictable conversational AI, providing conversational cloud and analytics platforms that power nearly a billion messages monthly for leading global brands.* LivePerson, Inc. (NASDAQ: LPSN), a provider of conversational AI, is conducting a stockholder vote on August 20, 2026, to approve its previously announced merger with SoundHound AI, Inc. (NASDAQ: SOUN). The company is holding an investor town hall on August 5, 2026, to discuss the transaction benefits and the Board's negotiated resolution with debtholders. Approval requires the affirmative vote of a majority of all outstanding shares of LivePerson common stock. A definitive proxy statement/prospectus was filed on July 9, 2026. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000065.txt - 2026-08-04 · 425 (0001102993-26-000067): 425 - LIVEPERSON INC — *LivePerson, Inc. is a prepackaged software company providing customer engagement and conversational AI solutions.* SoundHound AI has filed a Form S-4 registration statement with the SEC containing a definitive proxy statement/prospectus for its proposed acquisition of LivePerson, Inc. The proxy statement/prospectus was filed on July 9, 2026, and mailing to LivePerson stockholders began on or about the same date. The transaction contemplates the issuance of SoundHound AI common stock to LivePerson shareholders, with closing subject to customary conditions including shareholder approval and regulatory approvals. The parties also contemplate a notes restructuring transaction as part of the overall deal. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000067.txt - 2026-08-05 · 425 (0001102993-26-000071): 425 - LIVEPERSON INC — *LivePerson Inc. is a prepackaged software company providing conversational AI and digital engagement platform services to enterprise customers.* SoundHound AI is acquiring LivePerson, Inc. in an all-stock transaction announced on April 21, 2026. LivePerson stockholders will receive SoundHound stock valued at approximately $3.33 per LivePerson share as of the announcement date, representing a 22% premium to LivePerson's 30-day volume-weighted average trading price before announcement. The exact number of SoundHound shares per LivePerson share will be determined at closing using a formula based on a 10-day volume-weighted average price of SoundHound stock ending three trading days before closing, subject to a collar of $7–$12 per share. LivePerson stockholders holding shares on the Tel Aviv Stock Exchange will receive equivalent cash value instead of stock. The special shareholder meeting is scheduled for August 20, 2026, and approval requires a majority of outstanding LivePerson shares. As part of the transaction, LivePerson's secured noteholders agreed to exchange their notes at a substantial discount to the notes' approximately $350 million par value, writing off over $140 million of debt to enable $43 million in deal value to reach common stockholders. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000071.txt - 2026-08-05 · 425 (0001102993-26-000072): 425 - LIVEPERSON INC — *LivePerson Inc is a prepackaged software company providing customer engagement and AI-powered conversational solutions.* SoundHound AI has filed a registration statement on Form S-4 with the SEC that includes a definitive proxy statement of LivePerson and constitutes a prospectus of SoundHound AI with respect to shares of SoundHound AI common stock to be issued in the proposed transaction. The proxy statement/prospectus was filed with the SEC on July 9, 2026, and mailing to LivePerson's stockholders began on or about the same date. The transaction is subject to obtaining required shareholder approvals and consummating notes restructuring transactions contemplated by the Notes Restructuring Agreement. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000072.txt - 2026-08-05 · 425 (0001102993-26-000073): 425 - LIVEPERSON INC — *LivePerson Inc. is a prepackaged software services company providing customer engagement and conversational AI solutions.* SoundHound AI has proposed to acquire LivePerson, Inc. in a transaction that requires stockholder approval. LivePerson's Board of Directors unanimously recommends that stockholders vote "FOR" the transaction. The special meeting of stockholders is scheduled for August 20, 2026. A definitive proxy statement/prospectus was filed with the SEC on July 9, 2026, and the mailing to LivePerson stockholders began on or about the same date. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000073.txt - 2026-08-07 · 425 (0001102993-26-000082): 425 - LIVEPERSON INC — *LivePerson is an enterprise leader in predictable conversational AI, providing Conversational Cloud and Syntrix platforms used by leading brands to connect with customers and power nearly a billion messages monthly.* LivePerson announced that proxy advisory firm Glass Lewis recommended stockholders vote "FOR" the proposed merger with SoundHound AI, Inc. ahead of a Special Meeting of Stockholders scheduled for August 20, 2026. Most LivePerson stockholders will receive SoundHound stock valued at approximately $3.33 per share as of the April 21, 2026 announcement, representing a 22% premium over the 30-day volume-weighted average trading price before announcement. Stockholders holding shares on the Tel Aviv Stock Exchange will receive substantially equivalent value in cash. As part of the transaction, LivePerson's secured noteholders have agreed to exchange their notes at a value reflecting a substantial discount to the notes' approximately $350 million par value. The combined business is expected to achieve a revenue range of $350 to $400 million in 2027, with potential to reach $500 million based on existing customer base. https://www.sec.gov/Archives/edgar/data/1102993/0001102993-26-000082.txt ## Citations - 0001193125-26-313372 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526313372 - 0001102993-26-000041 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000041 - 0001102993-26-000046 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000046 - 0001102993-26-000048 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000048 - 0001102993-26-000054 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000054 - 0001193125-26-321286 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526321286 - 0001102993-26-000065 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000065 - 0001102993-26-000067 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000067 - 0001102993-26-000071 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000071 - 0001102993-26-000072 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000072 - 0001102993-26-000073 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000073 - 0001102993-26-000082 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110299326000082