#USA #New York #LivePerson #Proxy Advisory #SoundHound

ISS Endorses LivePerson's Merger with SoundHound AI

In a significant development, Institutional Shareholder Services (ISS), a well-known independent proxy advisory firm, has recommended that LivePerson’s shareholders vote in favor of the proposed merger with SoundHound AI. This recommendation comes ahead of the Special Meeting of Stockholders scheduled for August 20, 2026, and emphasizes the strategic advantages of the merger and the robustness of the sales process.

Background of the Proposed Transaction

LivePerson, recognized for its innovative conversational AI solutions, has proposed a merger with SoundHound AI, a move anticipated to amplify both companies' market presence and technology capabilities. The advisory firm ISS joins Glass Lewis, which issued a similar endorsement for the merger on August 7, highlighting the growing consensus about the transaction's potential benefits.

Key Insights from ISS

In its assessment, ISS made several points supporting the merger:
1. Comprehensive Sales Process: The acquisition was noted for its thorough sales process, which has helped to establish a solid foundation for this merger.
2. Strategic Rationale: ISS pointed out that the strategic reasoning behind the merger appears sound, suggesting that the combined entity would have better resources and capabilities to thrive in the competitive AI market.
3. Promising Upside for Shareholders: By opting for a stock-based compensation in this transaction, the shareholders of LivePerson are offered an opportunity to benefit from the potential upside of a larger, combined entity.
4. Lack of Opposition: There has been no public dissent regarding the transaction, reinforcing the confidence in the merger’s efficacy. Furthermore, informing stockholders of the risks such as potential bankruptcy and delisting if they remain an independent entity has added urgency to the matter.

John Sabino, CEO of SoundHound AI, expressed satisfaction with ISS's endorsement, stating that the merger represents a secure and value-maximizing opportunity for shareholders. The combined entity is expected to be debt-free, offering a stable future for investors.

Importance of Voting

LivePerson is urging its stockholders to heed the recommendations of ISS and Glass Lewis by voting for the merger. It has been made clear that approval of the merger requires a majority of votes from all outstanding shares. Not exercising their voting rights will be construed as a vote against the merger, making participation in the voting process crucial.

For stockholders wishing to vote, options are available via proxy cards, online, or through phone calls. Detailed information on the voting process and implications can be found at VoteLivePerson.com, where stockholders can also get in touch with LivePerson’s proxy solicitor for assistance.

Conclusion

As the special meeting approaches, the spotlight is on LivePerson's shareholders and their response to the recommendations by influential advisory firms like ISS and Glass Lewis. The outcome of this potential merger with SoundHound AI holds substantial implications for both companies, their stakeholders, and the broader AI market. Active engagement in this critical phase is paramount for shareholders looking to secure their interests and unlock value through this transaction.