LivePerson發信籲股東支持SoundHound收購 每股作價約3.33美元溢價22%

EX-99.1
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d861476dex991.htm
EX-99.1

EX-99.1

 

 Exhibit 99.1 

LivePerson Sends Letter to Stockholders Highlighting Benefits of Pending Transaction with SoundHound AI 

Provides Opportunity to Participate in Upside of a Combined Company 

with a Strong Balance Sheet, Greater Scale and Broader Strategic Capabilities 

Stockholders Encouraged to Vote “FOR” the Transaction Today 

Visit VoteLivePerson.com for Information on How to Vote 

NEW YORK, July 23, 2026 – LivePerson (NASDAQ: LPSN) (“LivePerson” or “the Company”), a leading provider of predictable
conversational AI, today announced that it has mailed a letter to stockholders encouraging them to vote “FOR” the Company’s previously announced transaction with SoundHound AI, Inc. (NASDAQ: SOUN). A Special Meeting of Stockholders
related to the pending transaction will be held on August 20, 2026, and stockholders of record as of close of business on July 6, 2026 are entitled to vote. 

The letter, the full text of which is below, has been filed with the U.S. Securities and Exchange Commission and is available at www.VoteLivePerson.com
with voting instructions and other information about the transaction. 
 Fellow Stockholder, 

We are writing to remind you about the proposed acquisition of LivePerson by SoundHound AI and the upcoming special meeting to be held on
August 20, 2026. 
 By voting FOR the transaction, LivePerson stockholders have the opportunity to participate in the upside of a
combined company with a strong balance sheet and no debt, greater scale and broader strategic capabilities. 
 Your vote and
participation, however many shares you own, are very important. A share that is not voted counts the same as a vote against the transaction. Your prompt response will help us secure stockholder approval before the meeting, reducing the risk of
postponement. 
 The Pending Transaction is the Best Strategic Alternative for LivePerson Stockholders 

The LivePerson Board of Directors undertook a comprehensive review of alternatives in which 66 potential counterparties were contacted. The
Board determined that the transaction with SoundHound represents the best alternative for maximizing stockholder value, including when compared to continuing as a standalone company given the business, financial, competitive, industry and
market risks facing LivePerson. 

 

 A vote FOR the transaction is a vote in favor of the following benefits to LivePerson
stockholders: 
  

 
•
 
 Represents Premium Value for LivePerson Stockholders: Based on the assumptions described in the proxy
statement/prospectus, most LivePerson stockholders will receive SoundHound stock, which as of the announcement of the transaction on April 21, 2026, represented approximately $3.33 in value per LivePerson share, a premium of approximately 22%
over LivePerson’s 30-day volume-weighted average trading price before such announcement. Stockholders holding shares listed on the Tel Aviv Stock Exchange are expected to receive the equivalent value in
cash instead of SoundHound shares. 

  

 
•
 
 Presents Opportunity to Participate in Future Upside: LivePerson stockholders receiving consideration in
the form of SoundHound stock would become stockholders of a combined company with a strong balance sheet with no debt and accelerated path to profitability. SoundHound has stated that, assuming the transaction closes in the second half of 2026, it
expects an achievable combined revenue range of at minimum $350 to $400 million in 2027, and that the combined business is expected to reach $500 million based on the existing customer base alone. 

 

 
•
 
 Creates a More Complete Platform with Greater Scale: The transaction would unite complementary
capabilities across voice, digital engagement, agentic AI and AI assurance. The combined customer base includes 25 of the Fortune 100, creating one of the conversational AI sector’s most comprehensive enterprise customer footprints and
significant opportunities to introduce additional capabilities across the companies’ existing customer bases. 

  

 
•
 
 A negotiated resolution to LivePerson’s debt. LivePerson’s outstanding debt currently exceeds
the total value of the transaction. As part of the transaction, our secured noteholders have agreed to exchange their notes at a value reflecting a substantial discount to the notes’ approximately $350 million par value. Given
LivePerson’s valuation and substantial debt, no strategic transaction that allows LivePerson stockholders to receive any value for their shares may have been possible without such material noteholder concessions. 

Voting Takes About Two Minutes 

It is imperative that you take just two minutes to vote FOR the transaction today using one of the following methods. For more information and
additional materials visit www.VoteLivePerson.com. 
  

 
•
 
 Online: www.proxyvote.com, or scan the QR code on your proxy card. 

 

 
•
 
 Phone: Call 1-800-690-6903 with your proxy card, or 1-800-322-2885 to speak with a proxy
specialist if you do not have your card. 

  

 
•
 
 Mail: Mark, sign, and date your proxy card and return it in the postage-paid envelope.

 

 Votes must be received by 11:59 p.m. Eastern Time on August 19, 2026, or you may attend
the meeting via the Internet and vote during the meeting at www.virtualshareholdermeeting.com/LPSN2026SM. If you hold your shares through a bank or broker, please follow the voting instructions they provide. If you hold shares through the Tel
Aviv Stock Exchange, please follow the separate instructions in the proxy statement. 
 If you have any questions, please contact our proxy
solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885 or by email at [email protected]. 

Thank you for your continued support of LivePerson, Inc. 

Sincerely, 
 John Sabino 

Chief Executive Officer, LivePerson, Inc. 

VOTE TODAY 
 Your vote is
very important. The Special Meeting is scheduled for August 20, 2026. 
 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 voting against the transaction. 

Vote today by proxy card, online or by phone. For more information and additional materials visit LINK: VoteLivePerson.com, or contact
LivePerson’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or by e-mail at [email protected]. 

MacKenzie Partners, Inc. 
 7 Penn
Plaza 
 New York, NY 10001 
 Call
Toll-Free: (800) 322-2885 
 Email: [email protected] 

Tel Aviv Stock Exchange Voting Information 
 LivePerson
stockholders who hold shares listed on the Tel Aviv Stock Exchange (TASE) and intend to vote their shares must deliver to LivePerson’s Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel,
6702101 (email: [email protected]), an ownership certificate confirming their ownership on July 6, 2026. The form of proxy card for stockholders who hold shares listed on the TASE is available on the websites:
https://www.magna.isa.gov.il and https://maya.tase.co.il. 

 

 About LivePerson 

LivePerson (NASDAQ: LPSN) is an enterprise leader in predictable conversational AI. The world’s leading brands use our award-winning
Conversational Cloud and Syntrix platforms to connect with millions of customers. We power nearly a billion messages every month, providing uniquely rich data analytics, agent training, and AI evaluation tools to unlock the power of conversational
AI for better business outcomes. Learn more at liveperson.com. 
 Media Contact: 

Riah Lawry 
 [email protected] 

Or 
 Jim Golden / Dylan O’Keefe 

Collected Strategies 

[email protected] 

Investor Relations Contact: 
 [email protected] 
 Forward-Looking Statements 

This document contains “forward-looking statements” within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans,
intentions, prospects, financial results and strategies relating to SoundHound AI’s proposed acquisition of LivePerson. Such forward-looking statements include, among others, statements regarding the timing of filing the definitive
proxy/prospectus and timing of LivePerson’s special meeting, obtaining regulatory approvals, the timing of closing of the proposed acquisition, and the parties’ expectations, intentions, strategies, assumptions or beliefs about future
events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including: (1) the occurrence
of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between LivePerson and SoundHound; (2) the possibility that the transaction does not close
when expected or at all due to the failure to satisfy all of the 

 

 
conditions to closing on a timely basis or at all, including the failure to obtain the required shareholder approvals or to consummate the notes restructuring transactions contemplated by the
Notes Restructuring Agreement; (3) the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market
conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which LivePerson and SoundHound
operate; (4) any failure to promptly and effectively integrate the businesses of LivePerson and SoundHound; (5) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected
factors or events; (6) reputational risk and potential adverse reactions of LivePerson’s or SoundHound’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the
transaction; (7) the diversion of management’s attention and time to the transaction from ongoing business operations and opportunities; and (8) the outcome of any legal proceedings that may be instituted against LivePerson or
SoundHound or in connection with the transaction. Further information on factors that could affect the forward-looking statements and expectations above are contained in the filings that LivePerson and/or SoundHound AI have filed, or that will be
filed, with the U.S. Securities and Exchange Commission (the “SEC”), including as set forth in the Form S-4 and the proxy statement/prospectus contained therein, as well as the documents
incorporated by reference therein. 
 All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.
Forward-looking statements speak only as of the date they are made, and LivePerson does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. 
 No Offer or
Solicitation 
 This communication is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to
sell, buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 

 

 Additional Information and Where to Find It 

In connection with the proposed transaction, SoundHound AI has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 (the “Form S-4”) that includes a definitive proxy statement of LivePerson and that constitutes a prospectus of SoundHound AI with
respect to the shares of the SoundHound AI common stock to be issued in the proposed transaction, dated July 9, 2026 (the “proxy statement/prospectus”). The proxy statement/prospectus was filed with the SEC on July 9, 2026 by
LivePerson, and the mailing of the proxy statement/prospectus began to LivePerson’s stockholders on or about the same date. Each of SoundHound AI and LivePerson may also file other relevant documents with the SEC regarding the proposed
transaction. 
 This communication is not a substitute for the Form S-4, the proxy statement/prospectus or any other
document that SoundHound AI or LivePerson has filed, or may file, with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOUNDHOUND AI AND LIVEPERSON ARE URGED TO READ THE FORM
S-4, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain copies of these documents (if and when available), as well as other filings containing information about
SoundHound AI and LivePerson, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by the Company will be available free of charge on SoundHound AI’s website at https://investors.soundhound.com/financial-information/sec-filings. Copies of the documents filed with, or furnished to, the SEC by LivePerson will be available free of charge on LivePerson’s website at https://ir.liveperson.com/financial-information/sec-filings. The information included on, or accessible through, SoundHound AI’s or LivePerson’s website is not incorporated by reference into this
communication. 
 Participants in the Solicitation 

SoundHound, LivePerson and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to
the proposed transaction under the rules of the SEC. Information about the directors and executive officers of SoundHound, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in
SoundHound’s definitive proxy statement for its 2026 annual meeting of stockholders under the heading “Proposal 1 – Election of Directors”, which was filed with the SEC on April 9, 2026 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001840856/000121390026041978/ea0285618-01.htm. Information about the directors and executive officers of LivePerson and their ownership of LivePerson equity interests
can be found in the section entitled “Interests of LivePerson Directors and Executive Officers in the Mergers” and “Owners and Management of LivePerson” included in the proxy/prospectus, which was filed with the SEC on
July 9, 2026 and is available at https://www.sec.gov/Archives/edgar/data/1102993/000121390026076759/ea0297465-01.htm. Further information about the directors and executive officers of LivePerson may be
found in its amendment to its Annual Report on Form 10-K for the year ended December 31, 2025 under 

 

 
the headings “Directors, Executive Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters” and is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001102993/000110299326000020/lpsn-20251231.htm; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in
beneficial ownership filed with the SEC by LivePerson’s directors and executive officers; and is in other documents filed by LivePerson with the SEC. Additional information regarding the interests of the participants in the solicitation of
proxies will be included in other relevant materials to be filed with the SEC if and when they become available. You should read the Form S-4 and the proxy statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these documents using the sources indicated above.