SoundHound AI Announces Merger to Acquire LivePerson; Terms Set

What Happened

• SoundHound AI, Inc. announced that LivePerson, Inc. stockholders approved the merger proposal at a reconvened special meeting on September 2, 2026. Under the Amended and Restated Merger Agreement, two-step mergers will make LivePerson an indirect, wholly owned subsidiary of SoundHound.
• The parties expect to proceed to Closing and will also complete the previously disclosed Notes Restructuring Transactions that will release and satisfy LivePerson’s First Lien and Second Lien secured notes due 2029, subject to remaining closing conditions.

Key Details

• Transaction approval: LivePerson stockholder vote held and reconvened on September 2, 2026; approval satisfies remaining pre-closing shareholder condition.
• Per-share merger consideration: each LivePerson share will receive 0.4673 shares of SoundHound Class A common stock plus $3.31 in cash.
• Debt restructuring: Holders of LivePerson’s First Lien Convertible Secured Notes and Second Lien Senior Subordinated Secured Notes (both due 2029) will release and deem those notes satisfied per the April 21, 2026 Notes Restructuring Agreement.
• Structure: Two-step mergers through Merger Sub I and Merger Sub II; LivePerson will survive as an indirect wholly owned subsidiary.

Why It Matters

• For investors, the deal means SoundHound will acquire LivePerson and issue stock and cash consideration—this can dilute existing shareholders and will change the company’s scale and debt profile (the secured notes will be settled through the restructuring).
• The approval clears a key regulatory/stockholder hurdle but the transaction still requires satisfaction of remaining closing conditions before completion; timing and final impacts (on revenue, costs, integration, or share count) will depend on the Closing and subsequent integration.
• The filing also contains customary forward-looking statements and lists risks (e.g., integration challenges, litigation, regulatory and AI-related risks) that could affect outcomes.