LivePerson urges vote on SoundHound deal worth $3.33 a share

LivePerson is telling stockholders that failing to vote on its $3.33-a-share acquisition by SoundHound AI counts the same as voting against the deal.

LivePerson is pressing stockholders to approve its acquisition by SoundHound AI, a transaction worth about $3.33 a share — a 22 percent premium over the stock's 30-day average — warning that rejection could leave shares worth little or nothing.

"A share that is not voted counts the same as a vote against the transaction," John Sabino, chief executive officer of LivePerson, said in a letter to stockholders.

The special meeting is set for August 20, with proxies due by 11:59 p.m. Eastern Time on August 19. LivePerson's outstanding debt exceeds the total value of the transaction, and its secured noteholders have agreed to accept a substantial discount on their notes so stockholders can receive value, the company said.

Approval requires a majority of all outstanding shares, not just those voted, meaning abstentions count against the deal. LivePerson said it contacted 66 potential counterparties and received no alternative proposals, making the SoundHound transaction the board's unanimous choice to preserve value.

Most Nasdaq-listed stockholders will receive SoundHound stock, with the final exchange ratio tied to a formula using SoundHound's share price near closing. Stockholders holding shares on the Tel Aviv Stock Exchange will receive cash instead, in an amount designed to reflect equivalent value, subject to an aggregate cash cap.

SoundHound, which trades at $6.13, down 38.5 percent year to date against an analyst target of $13.14, carries a market cap near $2.67 billion with $215.64 million in cash and is essentially debt-free. The company posted 52 percent revenue growth in the first quarter of fiscal 2026, with 88 percent organic growth in its core automotive and IoT vertical. Management pitches the combined entity as a $500 million revenue opportunity serving 25 of the Fortune 100.

The premium reflects the pressure on LivePerson, whose shares have struggled as its debt load mounted. The board said the noteholders' concession was necessary to deliver any value to stockholders at all, and that no alternative proposals emerged after outreach to 66 potential counterparties.

The deal consolidates the conversational AI market, pairing SoundHound's voice-agent platform — deployed across Stellantis, Panda Express, IHOP, Walmart's ONN TV brand and BNP Paribas — with LivePerson's Conversational Cloud and Syntrix platforms, which power nearly a billion messages a month. LivePerson shares rose 10.06 percent on the day the transaction was announced.

The combined company would rank among the largest independent conversational AI providers, competing with the in-house voice assistants of Alphabet and Amazon while serving enterprise clients across automotive, quick-service restaurants and financial services. SoundHound's OASYS agentic platform and LivePerson's analytics tools give the merged entity a full stack from voice recognition to agent training and AI evaluation.

LivePerson will host an investor town hall and Q&A webcast on August 5 at 8:00 a.m. Eastern Time, where Sabino will discuss the value stockholders receive, the board's process, the negotiated resolution with debtholders and what happens if the deal fails. Stockholders can submit questions in advance.

The transaction requires regulatory approvals and completion of the notes restructuring transactions contemplated by the Notes Restructuring Agreement. SoundHound has filed a Form S-4 registration statement with the SEC, and the proxy statement/prospectus was mailed to LivePerson stockholders on or about July 9. The companies expect the deal to close in the second half of 2026.

This article is for informational purposes only and does not constitute investment advice.