LPSN shareholders should monitor the proxy statement and stockholder vote timeline; the deal is structured to close by late October 2026 but regulatory approvals and Notes Restructuring are key gating items. The variable consideration tied to SOUN's stock price with a $7 floor and $12 cap means LPSN holders' realized value depends on SOUN's stock performance during the ten-day VWAP window.
Price Chart
Executive Summary
SoundHound AI Inc. (SOUN) has entered into an Amended and Restated Merger Agreement to acquire LivePerson Inc. (LPSN) in a two-step merger. Non-TASE shareholders will receive SoundHound common stock (value floored/capped at $7/$12 per SOUN share) while TASE shareholders will receive cash, capped at $7.5M aggregate. The base equity consideration is approximately $42.8M, adjusted for LivePerson's cash balance and option exercises. The deal requires stockholder approval, SEC effectiveness, regulatory clearances, and consummation of Notes Restructuring; closing expected by Oct 21, 2026.
Key Financial Metrics
Key Facts
- SoundHound AI (SOUN) acquires LivePerson in two-step merger: non-TASE shares convert to SOUN stock, TASE shares convert to cash capped at $7.5M aggregate
- Base Aggregate Consideration Amount is $42,784,532.64, adjusted for LivePerson's cash balance and in-the-money option exercise proceeds
- SOUN closing stock price floored at $7/share and capped at $12/share (10-day VWAP with 3-day lag)
- LivePerson board unanimously recommends adoption of the merger agreement
- Termination fee of $5M plus SOUN's transaction expenses (capped at $3.75M in certain scenarios)
- Conditions include LivePerson stockholder vote, SEC effectiveness of Form S-4, regulatory approvals under foreign investment laws, no material adverse effect, and completion of Notes Restructuring
- Outside date Oct 21, 2026, extendable to Dec 5, 2026 if regulatory approvals pending
Financial Impact
Base aggregate equity consideration of $42.8M, subject to adjustments for LivePerson's cash balance and option exercises; TASE cash component capped at $7.5M
Risk Factors
- Failure to obtain stockholder approval could terminate the deal
- Regulatory delays or denial under foreign investment laws could push closing past the outside date
- Notes Restructuring Transactions condition must be satisfied concurrently with closing
- SOUN stock price volatility affects the value of stock consideration (within the $7-$12 collar)
- LivePerson's cash balance at closing reduces the Aggregate Consideration Amount via the Shortfall Cash mechanism
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-294943 |
| Document: d319553d8k.htm | 0001193125-26-294943 |
| Document: 0001193125-26-294943-index-headers.html | 0001193125-26-294943 |
| Document: 0001193125-26-294943-index.html | 0001193125-26-294943 |
| Document: 0001193125-26-294943.txt | 0001193125-26-294943 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 10, 2026 6w ago | EFFECT | — | awaiting T+5 | — | — |
Sep 2, 2026 7w ago | 425 | $3.10 | awaiting T+5 | — | — |
Sep 2, 2026 7w ago | 425 | $3.10 | awaiting T+5 | — | — |
Sep 2, 2026 7w ago | 425 | $3.10 | awaiting T+5 | — | — |
Aug 20, 2026 9w ago | 425 | $2.83 $2.82 | ▼ −0.35% | ▼ −0.83% | — |
Aug 18, 2026 9w ago | 425 | $2.88 $2.71 | ▼ −5.90% | ▼ −5.52% | — |
Aug 17, 2026 9w ago | 425 | $2.84 $2.77 | ▼ −2.46% | ▼ −2.26% | — |
Aug 12, 2026 10w ago | DEFA14A | $2.76 $2.88 | ▲ +4.35% | ▲ +4.79% | — |
Aug 12, 2026 10w ago | 425 | $2.76 $2.88 | ▲ +4.35% | ▲ +4.79% | — |
Aug 11, 2026 10w ago | DEFA14A | $2.76 $2.88 | ▲ +4.35% | ▲ +4.79% | — |
US Market Status
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