Urgent Call to LivePerson Stockholders for the SoundHound Merger Vote

Urgent Call to Action for LivePerson Stockholders

LivePerson, a leader in conversational AI technology listed on NASDAQ, has issued a timely reminder to its stockholders regarding the impending vote on the proposed merger with SoundHound AI. As the deadline approaches, the company emphasizes the critical importance of casting votes by Wednesday, August 19, 2026 at 11:59 PM ET. Failing to cast a vote is equivalent to voting against the merger, which could potentially jeopardize both the transaction and stockholders' investments.

The Special Meeting of Stockholders is scheduled for Thursday, August 20, 2026, at 10:00 AM ET. Stockholders are urged to vote today via proxy card, online through VoteLivePerson.com, or by phone to ensure their voices are heard in favor of this significant corporate move.

Why Immediate Action is Necessary

LivePerson highlights that any share not voted counts as a vote against the transaction, stressing the need for proactive participation. The merger requires a majority vote from all outstanding shares, meaning inaction could thwart the merger and pose serious financial risks to invested parties. The company's financial landscape is facing considerable headwinds; thus, the deal is positioned as a favorable option to maximize stockholder value.

Two independent proxy advisory firms, ISS and Glass Lewis, have both recommended that stockholders vote in favor of the merger due to potential benefits that could follow. They argue that the merger represents a crucial step to prevent risks associated with continued operational challenges as a standalone entity.

Risks of Inaction

Should the merger fail to go through, stockholders are left vulnerable to several risks, including ongoing deterioration of LivePerson's business due to competitive pressures, the possibility of a Nasdaq delisting, and the challenge of overseeing a substantial debt load. All these factors can culminate in dire outcomes where stockholders may end up with no recovery for their shares in the eventuality of corporate reorganization.

In addition, LivePerson's debt level exceeds the total projected value of the merger. However, concessions from noteholders to exchange their current secured notes will yield significant value for stockholders, suggesting compensation in SoundHound shares valued at approximately $3.33 per share—a notable 22% premium over recent trading prices. For those listed on the Tel Aviv Stock Exchange, a cash equivalent will be provided, further emphasizing the value of engaging in the voting process immediately.

Voting Details and Resources

LivePerson urges shareholders to act fast, as the voting cut-off is quickly approaching. Detailed instructions and additional resources can be found at VoteLivePerson.com or by reaching out to the proxy solicitor, MacKenzie Partners, at (800) 322-2885. For TASE-listed shares, owners must submit ownership certificates to Israeli counsel by 7:00 PM Israel time on the same voting date.

Conclusion

As the clock ticks down to the pivotal vote, it is clear that stockholder involvement is paramount. The future of LivePerson, along with its associated stakeholders, hinges on a collective affirmative response to the merger with SoundHound AI. It is crucial that stockholders realize the impactful nature of their participation and vote today to safeguard their investments and secure a promising future for LivePerson.