LivePerson (NASDAQ:LPSN) Chief Executive Officer John Sabino urged stockholders to approve the company’s proposed transaction with SoundHound AI, saying the board concluded the deal offered the best available path to preserve and maximize value for common shareholders amid debt obligations, contracting revenue and competitive pressures.
During a stockholder town hall, Sabino said LivePerson’s special meeting is scheduled for Aug. 20, with votes due by 11:59 p.m. Eastern Time on Aug. 19. Approval requires support from a majority of all outstanding LivePerson shares, meaning shares that are not voted effectively count against the transaction for purposes of obtaining the required approval.
Board Cites Strategic Review and Financial Constraints
The board unanimously determined that the SoundHound transaction was superior to continuing as a standalone company, he said. Sabino acknowledged that LivePerson’s turnaround efforts had progressed, including extending debt maturities and gaining greater investment flexibility, but said the turnaround had moved more slowly than planned because of competitive and market headwinds.
“The fact is we’re just constrained as LivePerson alone right now,” Sabino said, adding that remaining independent could leave stockholders with no value.
Sabino said LivePerson’s outstanding debt exceeds the total value of the proposed transaction. As part of the transaction, secured noteholders agreed to exchange their notes at a substantial discount to their approximately $350 million par value. He said creditors agreed to write off more than $140 million in obligations, allowing approximately $43 million in deal value to be directed to common shareholders rather than entirely toward debt repayment.
LivePerson’s financial adviser, Houlihan Lokey, delivered an opinion that the merger consideration was fair to common stockholders from a financial point of view, subject to the assumptions and qualifications described in its opinion, Sabino said.
Consideration Includes SoundHound Shares for Most Holders
Most LivePerson stockholders are expected to receive SoundHound stock if the deal is completed. Based on assumptions outlined in the proxy statement and prospectus, the consideration represented approximately $3.33 per LivePerson share when the transaction was announced on April 21, 2026. Sabino said that amount represented an approximately 22% premium to LivePerson’s 30-day volume-weighted average trading price before the announcement.
The final number of SoundHound shares received will be determined near closing under a formula tied partly to SoundHound’s stock price. The calculation uses SoundHound’s 10-day volume-weighted average price ending three trading days before closing, subject to a collar. A price above $12 per share will be treated as $12, while a price below $7 per share will be treated as $7.
The aggregate consideration may also be reduced based on LivePerson’s cash balance shortly before closing. Sabino encouraged investors to review the transaction documents and use the calculator on the company’s voting website to estimate potential consideration for their holdings.
Holders of LivePerson shares listed on the Tel Aviv Stock Exchange are expected to receive cash rather than SoundHound shares. Sabino said the difference is driven by Israeli regulatory and compliance requirements and that the cash consideration is designed to be substantially equivalent in value to the stock consideration provided to Nasdaq holders.
Combined Company Outlook
Sabino said the merger would combine LivePerson’s digital engagement, agentic AI and AI assurance capabilities with SoundHound’s voice and omnichannel platform. Together, the companies serve more than 25 Fortune 100 customers, he said, creating opportunities to introduce additional products across the combined customer base.
He said stockholders receiving SoundHound shares would participate in the potential future upside of a combined company expected to have a stronger balance sheet and no debt. SoundHound has stated that, assuming the transaction closes in the second half of 2026, the combined company expects revenue of at least $350 million to $400 million in 2027 and sees a path to $500 million in revenue based on the existing customer base alone.
Sabino also addressed LivePerson’s Centrics product initiative, calling it innovative but still early in its development. He said the product requires additional investment for customer adoption and product improvement, and the board believes its value could be better developed within SoundHound’s platform and financial structure.
While Sabino said he could not predict every possible outcome, he said LivePerson is not currently expecting a competing bid to emerge before the stockholder meeting.
About LivePerson (NASDAQ:LPSN)
LivePerson, Inc is a technology company that develops conversational commerce and customer engagement software powered by artificial intelligence. Its platform enables businesses to connect with consumers through real-time messaging channels, transforming customer support and sales operations into interactive experiences. The company’s solutions are designed to reduce friction, boost consumer satisfaction and drive higher conversion rates by merging automated and human-assisted interactions.
The company’s flagship offering, the LiveEngage platform, provides enterprise-grade tools for managing live chat, chatbots and AI-driven virtual assistants across multiple channels.
