Teladoc Health (TDOC), the global leader in virtual care, and
Livongo (LVGO), the leading Applied Health Signals company, have
filed the definitive joint proxy statement and prospectus with the
U.S. Securities and Exchange Commission in connection with the
proposed merger of the two companies. The definitive joint proxy
statement and prospectus is being mailed to all Teladoc Health and
Livongo stockholders entitled to vote.
The Teladoc Health Special Meeting of stockholders is scheduled
to take place on October 29, 2020, at 11:00 a.m., Eastern Time, and
will be held virtually. All stockholders of record of Teladoc
Health common stock as of the close of business on September 8,
2020, will be entitled to vote at the meeting.
The Livongo Special Meeting of stockholders is scheduled to take
place on October 29, 2020, at 11:00 a.m., Eastern Time, and will be
held virtually. All stockholders of record of Livongo common stock
as of the close of business on September 8, 2020, will be entitled
to vote at the meeting.
The Teladoc and Livongo Boards of Directors each unanimously
recommends their respective stockholders vote “For” the proposed
merger and other proposals set forth in the definitive joint proxy
statement and prospectus. As set forth in the definitive joint
proxy statement and prospectus, each share of Livongo will be
exchanged for 0.5920 shares of Teladoc Health plus cash
consideration of $4.24. Additionally, prior to the closing of the
merger, Livongo will pay a cash dividend of $7.09 per share of
Livongo common stock to stockholders of Livongo as of a record date
immediately prior to closing of the merger.
Together, Teladoc Health and Livongo will provide a consumer
centered virtual care platform for the full spectrum of health
needs, creating a new standard in global healthcare delivery,
access and an improved consumer experience. Other highlights of the
transaction include:
- Delivering significant financial benefits and value creation
for shareholders through clearly identifiable run-rate revenue
synergies of $100 million by 2022 and $500 million by 2025, and $60
million in run-rate cost synergies by 2022.
- Providing consumers with a single access point for whole-person
care regardless of clinical situation, driving better health
outcomes, lower costs and consumer experience.
- Reducing costs for payors and employers with the broadest
portfolio of integrated, data-driven virtual care solutions.
- Enabling providers to achieve system-wide virtualization of
care and become a critical partner in whole-person care.
The combination remains on track to close by the end of the
fourth quarter of 2020, subject to approval by Teladoc Health
and Livongo stockholders and other customary closing
conditions.
Teladoc Health stockholders who need assistance completing the
proxy card, need additional copies of the proxy materials, or have
questions regarding the Teladoc Health Special Meeting may contact
Teladoc Health's proxy solicitors:
MacKenzie Partners, Inc.Call
Collect: (212) 929-5500 Toll-Free: (800) 322-2885
Livongo stockholders who need assistance completing the proxy
card, need additional copies of the proxy materials, or have
questions regarding the Livongo Special Meeting may contact
Livongo's proxy solicitors:
D.F. King & CoCall Collect:
(212) 269-5550 Toll Free: (866) 751-6313
About Teladoc Health
Teladoc Health is transforming how people access and experience
healthcare. Recognized as the world leader in virtual care, Teladoc
Health directly delivers millions of medical visits across 175
countries each year through the Teladoc Health Medical Group and
enables millions of patient and provider interactions for thousands
of hospitals, health systems and physician practices globally.
Ranked #1 among direct-to-consumer telehealth providers in the J.D.
Power 2019 U.S. Telehealth Satisfaction Study and Best in KLAS for
Virtual Care Platforms for 2020, Teladoc Health leverages more than
a decade of expertise and real-time data insights to meet the
growing virtual care needs of consumers, healthcare professionals,
employers and health plans. For more information, please visit
teladochealth.com or follow @TeladocHealth on Twitter.
About Livongo
Livongo empowers people with chronic conditions to live better
and healthier lives, beginning with diabetes and now including
hypertension, weight management, diabetes prevention, and
behavioral health. Livongo pioneered the category of Applied Health
Signals to offer Members clinically based insights that focus on
the whole person and make it easier to stay healthy. Using its
AI+AI engine, Livongo’s team of data scientists aggregate and
interpret substantial amounts of health data and information to
create actionable, personalized and timely health signals delivered
to Livongo Members exactly when and where they need them. The
Livongo approach delivers better clinical and financial outcomes
while creating a different and better experience for people with
chronic conditions. For more information,
visit: www.livongo.com or engage with Livongo
on LinkedIn or Twitter.
Contacts
Teladoc HealthInvestorsPatrick
Feeleypfeeley@teladochealth.com914-265-7925
Daniel Burchdburch@mackenziepartners.com212-929-5748
Laurie Connelllconnell@mackenziepartners.com212-378-7071
Teladoc HealthMediaChris
Stenrudpr@teladochealth.com860-491-8821
LivongoInvestorsJason
PlagmanInvestor-relations@livongo.com785-550-6048
Richard Grubaughlvgo@dfking.com(212) 493-6950
Mei Zhenglvgo@dfking.com(212) 493-6970
LivongoMediaJohn
Hallockpress@livongo.com617-615-7712
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 regulatory approvals (including
anticipated tax treatment) are not obtained or are obtained subject
to conditions that are not anticipated by the parties; 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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