Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
September 22 2020 - 5:26PM
Edgar (US Regulatory)
Filed by Teladoc Health, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Livongo Health, Inc.
Commission File No. 001-38983
Date: September 22, 2020
The following communication was made available
by Teladoc Health, Inc. on Twitter on September 22, 2020.
Cautionary Note Regarding Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements generally include statements regarding the potential transaction between Teladoc Health, Inc.
(“Teladoc”) and Livongo Health, Inc. (“Livongo”), including any statements regarding the expected
timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits
of the potential transaction (including anticipated synergies, projected financial information and future opportunities) and
any other statements regarding Teladoc’s and Livongo’s future expectations, beliefs, plans, objectives, results
of operations, financial condition and cash flows, or future events or performance. These statements are often, but not
always, made through the use of words or phrases such as “anticipate,” “intend,” “plan,”
“believe,” “project,” “estimate,” “expect,” “may,”
“should,” “will” and similar expressions. All such forward-looking statements are based on current
expectations of Teladoc’s and Livongo’s management and therefore involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results
expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the
forward-looking statements include the ability to obtain the requisite Teladoc and Livongo stockholder approvals;
uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing the potential
transaction may not be satisfied; the risk that the anticipated U.S. federal income tax treatment of the transaction is not
obtained; litigation relating to the potential transaction that have been or could be instituted against Teladoc, Livongo or
their respective directors; the effects of disruption to Teladoc’s or Livongo’s respective businesses;
restrictions during the pendency of the potential transaction that may impact Teladoc’s or Livongo’s ability to
pursue certain business opportunities or strategic transactions; the effect of this communication on Teladoc’s or
Livongo’s stock prices; transaction costs; Teladoc’s ability to achieve the benefits from the proposed
transaction; Teladoc’s ability to effectively integrate acquired operations into its own operations; the ability of
Teladoc or Livongo to retain and hire key personnel; unknown liabilities; and the diversion of management time on
transaction-related issues. Other important factors that could cause actual results to differ materially from those in the
forward-looking statements include the effects of industry, market, economic, political or regulatory conditions outside of
Teladoc’s or Livongo’s control (including public health crises, such as pandemics and epidemics); changes in laws
and regulations applicable to Teladoc’s business model; changes in market conditions and receptivity to Teladoc’s
services and offerings; results of litigation; the loss of one or more key clients of Teladoc (including potential adverse
reactions or changes to business relationships resulting from the announcement or completion of the potential transaction);
changes to Teladoc’s abilities to recruit and retain qualified providers into its network; the impact of the COVID-19
pandemic on the parties’ business and general economic conditions; risks regarding Livongo’s ability to retain
clients and sell additional solutions to new and existing clients; Livongo’s ability to attract and enroll new members;
the growth and success of Livongo’s partners and reseller relationships; Livongo’s ability to estimate the size
of its target market; uncertainty in the healthcare regulatory environment; and the factors set forth under the heading
“Risk Factors” of Teladoc’s Annual Report and Livongo’s Annual Report, in each case on Form 10-K, and
in subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). These risks, as well as other
risks associated with the potential transaction, are more fully discussed in the joint proxy statement/prospectus filed with
the SEC in connection with the proposed transaction. Other unpredictable or unknown factors not discussed in this
communication could also have material adverse effects on forward-looking statements. Neither Teladoc nor Livongo assumes any
obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date hereof.
No Offer or Solicitation
This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information for Investors and Stockholders
In connection with the potential transaction,
Teladoc has filed a registration statement on Form S-4 (File No. 333-248568) with the SEC containing a prospectus of Teladoc that
also constitutes a definitive joint proxy statement of each of Teladoc and Livongo. The registration statement, as amended, was
declared effective by the SEC on September 15, 2020. Each of Teladoc and Livongo commenced mailing copies of the definitive joint
proxy statement/prospectus to stockholders of Teladoc and Livongo, respectively, on or about September 15, 2020. Teladoc and Livongo
may also file other documents with the SEC regarding the potential transaction. This communication is not a substitute for the
joint proxy statement/prospectus or registration statement or for any other document that Teladoc or Livongo have filed or may
file with the SEC in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF TELADOC AND LIVONGO ARE URGED
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by Teladoc
or Livongo through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Teladoc
will be available free of charge on Teladoc’s website at https://ir.teladochealth.com and copies of the documents filed with
the SEC by Livongo will be available free of charge on Livongo’s website at https://ir.livongo.com/. Additionally, copies
may be obtained by contacting the investor relations departments of Teladoc or Livongo.
Teladoc and Livongo and certain of their
respective directors, certain of their respective executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about
the directors and executive officers of Teladoc is set forth in its proxy statement for its 2020 annual meeting of stockholders,
which was filed with the SEC on April 14, 2020. Information about the directors and executive officers of Livongo is set forth
in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 24, 2020, and its
proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 6, 2020. These documents can
be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants
in the solicitation of proxies in respect of the potential transaction are included in the registration statement and joint proxy
statement/prospectus and other relevant materials filed with the SEC.
The term “Teladoc” and such
terms as “the company,” “the corporation,” “our,” “we,” “us” and “its”
may refer to Teladoc Health, Inc., one or more of its consolidated subsidiaries, or to all of them taken as a whole. All of these
terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which
manages its own affairs.
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