Full Press Release Details
Teladoc Health and Livongo File Definitive
Special Meetings to Be Held on October
Unanimously Recommend Stockholders Vote
the Merger and Other Proposals Set Forth in the Definitive Proxy Statement
Transaction on Track to Close by End
of Fourth Quarter of 2020
PURCHASE, NY and MOUNTAIN VIEW, Calif., - Sept.
16, 2020 (GLOBE NEWSWIRE) - 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:
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.
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
Call 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.
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.
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