LIVEPERSON INC

DEFM14A 1 ea0297465-01.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ SCHEDULE 14A _________________ PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under §240.14a -12 LIVEPERSON, INC. (Name of Registrant as Specified In Its Charter) _____________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on the table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 Table of Contents LETTER TO STOCKHOLDERS OF LIVEPERSON, INC. Dear Stockholders of LivePerson, Inc.: On April 21, 2026, LivePerson, Inc. (“LivePerson”), SoundHound AI, Inc. (“SoundHound”) and Lightspeed Merger Sub, Inc., an indirect, wholly owned subsidiary of SoundHound (“Merger Sub I”), entered into a Merger Agreement (the “Original Merger Agreement”), which was amended and restated on July 2, 2026, by the Amended and Restated Merger Agreement, by and among LivePerson, SoundHound, Merger Sub I and Lightspeed Merger Sub II Inc., an indirect, wholly owned subsidiary of SoundHound (“Merger Sub II”) (as it may be further amended from time to time, the “Merger Agreement”), under which, upon the terms and subject to the conditions set forth therein, Merger Sub I will be merged with and into LivePerson (the “First Merger”), with LivePerson surviving the First Merger as an indirect, wholly owned subsidiary of SoundHound and, immediately following the First Merger, Merger Sub II will be merged with and into LivePerson (the “Second Merger,” and together with the First Merger, the “Mergers”), with LivePerson surviving the Second Merger as an indirect, wholly owned subsidiary of SoundHound. If the First Merger is completed, subject to the terms and conditions of the Merger Agreement, LivePerson stockholders will receive, in exchange for each share of LivePerson Common Stock, par value $0.001 per share (“LivePerson Common Stock”), issued and outstanding immediately prior to the time that the First Merger becomes effective (the “First Effective Time”) (other than certain excluded shares, including the TASE Shares (as defined below)) a number of shares of Class A common stock of SoundHound, par value $0.0001 per share (“SoundHound Common Stock”) to be calculated in accordance with the Merger Agreement and as further described in this proxy statement/prospectus (the “Per Share Merger Consideration”). If the Second Merger is completed, subject to the terms and conditions of the Merger Agreement, LivePerson stockholders whose shares of LivePerson Common Stock are held through the Tel -Aviv Stock Exchange Clearing House Ltd. (“TASECH”) (such shares of LivePerson Common Stock, the “TASE Shares”) will receive, in exchange for each TASE Share issued and outstanding immediately prior to the time that the Second Merger becomes effective (the “Second Effective Time”) (other than any Dissenting Shares (used herein as defined in the Merger Agreement )) an amount of cash to be calculated in accordance with the Merger Agreement and as further described in this proxy statement/prospectus (the “Per Share Cash Merger Consideration”). The Per Share Merger Consideration will be calculated prior to closing of the First Merger in accordance with the terms and conditions of the Merger Agreement and will depend on (1) the “Closing Merger Consideration” and (2) the average of the daily volume -weighted average prices of a share of SoundHound Common Stock on the Nasdaq on each of the ten consecutive trading days ending on (and including) the third (3 rd ) trading day prior to the date of closing of the Mergers, rounded down to the nearest penny, as reported by Bloomberg (the “SoundHound Closing VWAP Stock Price”), subject to a minimum price per share of SoundHound Common Stock of $7.00 per share and a maximum price per share of SoundHound Common Stock of $12.00 per share (the “SoundHound Closing Stock Price”). If the SoundHound Closing VWAP Stock Price is greater than $12.00 per share, the SoundHound Closing Stock Price will be deemed to equal $12.00 per share, and if such actual average is less than $7.00 per share, the SoundHound Closing Stock Price will be deemed to equal $7.00 per share. The “Closing Merger Consideration” will be calculated by dividing (a) $42,784,532.64 (as such amount may be adjusted (i) downward based on the difference, if any, between the applicable minimum cash threshold in the Merger Agreement and the amount of cash and cash equivalents on LivePerson’s balance sheet shortly before the First Effective Time (as estimated after giving effect to payments to be made in connection with the transactions in accordance with the Merger Agreement), and/or (ii) upward based on the aggregate exercise prices of certain outstanding options over LivePerson Common Stock, in each case as more fully described in this proxy statement/prospectus) (the “Aggregate Consideration Amount”) by (b) the SoundHound Closing Stock Price. The Per Share Merger Consideration will be a number of shares of SoundHound Common Stock equal to (a) the Closing Merger Consideration, divided by (b) the Fully Diluted Common Number (as defined in the Merger Agreement), which shall include the total number of shares of LivePerson Common Stock issued and outstanding Table of Contents immediately prior to the First Effective Time plus the total number of shares of LivePerson Common Stock that are issuable upon the conversion, exercise or settlement in full of certain options, awards or other rights to acquire LivePerson Common Stock that are outstanding as of immediately prior to the First Effective Time. The “Closing TASE Cash Merger Consideration” will be an amount equal to (i) (A) the Closing Merger Consideration multiplied by (B) the SoundHound Closing VWAP Stock Price, multiplied by (ii) the “Closing TASE Merger Consideration Percentage,” which will be a fraction equal to (A) the total number of TASE Shares issued and outstanding immediately prior to the Second Effective Time (the “Fully Diluted TASE Common Number”) divided by (B) the Fully Diluted Common Number; provided, however, if the Closing TASE Merger Consideration Percentage exceeds $7.5 million, then the Closing TASE Cash Merger Consideration will be deemed to equal $7.5 million. The Per Share Cash Merger Consideration will be calculated prior to closing of the Second Merger and will be a dollar amount equal to the quotient of (a) the Closing TASE Cash Merger Consideration divided by (b) the Fully Diluted TASE Common Number issued and outstanding immediately prior to the Second Effective Time. Assuming no adjustments are made to the Aggregate Consideration Amount based on the amount of cash and cash equivalents estimated to be on LivePerson’s balance sheet shortly prior to the First Effective Time and approximately 12.8 million shares of LivePerson Common Stock outstanding on a fully diluted basis, and assuming that the total number of TASE Shares immediately prior to the Second Effective Time is not more than approximately 2.25 million shares, the Aggregate Consideration Amount represents approximately $3.33 in value per share of LivePerson Common Stock, which represents a premium of approximately 22% over the volume -weighted average price of LivePerson’s common stock for the thirty days prior to the date of execution of the Original Merger Agreement. LivePerson Common Stock is quoted on the Nasdaq Global Select Market under the symbol “LPSN,” and SoundHound Common