Full Press Release Details
TALKSPACE STOCKHOLDERS VOTE TO
APPROVE ACQUISITION BY UHS
New York, NY, May 29, 2026 (GLOBE NEWSWIRE) - Talkspace, Inc. ("Talkspace")
(Nasdaq: TALK) today announced that at the special meeting of Talkspace stockholders held on May 29, 2026, the Talkspace stockholders
voted to approve the acquisition of Talkspace by Universal Health Services, Inc. ("UHS") pursuant to the terms and conditions
of the Agreement and Plan of Merger, dated as of March 9, 2026 (the "Merger Agreement"), by and among Talkspace, UHS and UHS
Merger Subsidiary, Inc., an indirect wholly owned subsidiary of UHS.
Completion of the acquisition remains subject to the satisfaction or
waiver of customary closing conditions, including the receipt of state regulatory approvals, and is expected to close in the third quarter
Talkspace is a leading virtual behavioral healthcare provider committed
to helping people lead healthier, happier lives through access to high-quality mental healthcare. Talkspace pioneered the ability to text
with a licensed therapist from anywhere and now offers a comprehensive suite of mental health services, including therapy for individuals,
teens, and couples, as well as psychiatric treatment and medication management (18+). With Talkspace's core therapy offerings, members
are matched with one of thousands of licensed therapists within days and can engage in live video, audio, or chat sessions, and/or unlimited
asynchronous text messaging sessions.
All care offered at Talkspace is delivered through an easy-to-use,
fully-encrypted web and mobile platform that meets HIPAA, federal, and state regulatory requirements. Most Americans have access to Talkspace
through their health insurance plans, employee assistance programs, our partnerships with leading healthcare companies, or as a free benefit
through their employer, school, or government agency.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. We intend such
forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained
in this press release may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may,"
"will," "should," "expects," "plans," "anticipates," "could,"
"intends," "targets," "projects," "contemplates," "believes," "estimates,"
"forecasts," "predicts," "potential" or "continue" or the negative of these terms or other
similar expressions. Forward-looking statements include, without limitation, statements regarding the proposed merger and related matters;
the expected timetable for completing the proposed merger; prospective performance and opportunities; general business outlook; filings
and approvals relating to the proposed merger; the ability to complete the proposed merger considering the various closing conditions;
and any assumptions underlying any of the foregoing.
The forward-looking statements in this press release and other such
statements we publicly make from time to time are only predictions. These forward-looking statements are based on certain assumptions
and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments,
as well as other factors we believe are appropriate in the circumstances. Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking statements. Risks and uncertainties include,
among other things, (i) risks related to the satisfaction of the conditions to closing the merger (including the failure to obtain necessary
regulatory approvals) in the anticipated timeframe or at all, including the possibility that the merger does not close; (ii) risks related
to the possibility that competing offers or acquisition proposals for Talkspace will be made; (iii) the occurrence of any event, change
or other circumstances that could give rise to the termination of the merger agreement, including in circumstances which would require
Talkspace to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the merger, including the
possibility that the expected benefits from the merger will not be realized or will not be realized within the expected time period; (v)
the risk that the businesses will not be integrated successfully; (vi) disruption from the merger making it more difficult to maintain
business and operational relationships, including with customers, vendors, service providers and other business counterparties, and Talkspace's
ability to attract, motivate or retain key executives, employees and other associates; (vii) risk related to the merger diverting Talkspace's
management's attention from ongoing business operations; (viii) negative effects of the announcement or the consummation of the
Merger on the market price of Talkspace common stock and on Talkspace's operating results; (ix) the risk of litigation, including
stockholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable
governmental entities, related to the merger; and (x) (A) other risks and uncertainties discussed in Talkspace's Annual Report on
Form 10-K, for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q (in particular, the risk factors
set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in such Annual Report and Quarterly Reports) and (B) other risk factors identified from time to time in other
filings with the United States Securities Exchange Commission (the "SEC"). Filings with the SEC are available on the SEC's
website at www.sec.gov.
The forward-looking statements in this press release are based upon
information available to us as of the date hereof, and while we believe such information forms a reasonable basis for such statements,
such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are
cautioned not to unduly rely upon these statements.
This press release should be read with the understanding that our actual
future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our
forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date hereof. Except as
required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this press release
or any forward-looking statements we may publicly make from time to time, whether as a result of any new information, future events or
Media Contact Information:
Investors: talkspaceir@icrhealthcare.com
Media: Press@talkspace.com