MERGER PROPOSAL-YOUR VOTE IS VERY IMPORTANT
On August 5, 2020, Teladoc Health, Inc., which is referred to as Teladoc, and Livongo Health, Inc., which is referred to as Livongo, entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the merger agreement, pursuant to which they agreed to combine their respective businesses. The combined company will be a leader in virtual health, with scale and scope across critical, chronic and complex care, on a global basis. Pursuant to the terms of the merger agreement, Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc and a party to the merger agreement, will merge with and into Livongo, which transaction is referred to as the merger, with Livongo surviving as a wholly-owned subsidiary of Teladoc. Following the merger, Teladoc, Livongo and their respective subsidiaries will operate as a combined company, which is referred to as the combined company, under the name Teladoc.
Upon successful completion of the merger, each issued and outstanding share of Livongo common stock will be converted automatically into the right to receive (i) 0.5920 of a share of Teladoc common stock, which number is referred to as the exchange ratio, and (ii) $4.24 in cash, without interest. The exchange ratio is fixed and will not be adjusted for changes in the market price of either Teladoc common stock or Livongo common stock between the dates of signing of the merger agreement and completion of the merger. Teladoc stockholders will continue to own their existing Teladoc shares. In addition, prior to the effective time of the merger, Livongo will declare a special cash dividend equal to $7.09 per share of Livongo common stock to stockholders of Livongo as of a record date immediately prior to the closing of the merger. As of the date of this joint proxy statement/prospectus, based on the estimated number of shares of Teladoc common stock and Livongo common stock that will be outstanding immediately prior to the completion of the merger, we estimate that Teladoc stockholders will own approximately 58% and Livongo stockholders will own approximately 42% of the issued and outstanding shares of the combined company immediately following the completion of the merger. The common stock of Teladoc is traded on the NYSE under the symbol “TDOC” and the common stock of Livongo is traded on Nasdaq under the symbol “LVGO.” The common stock of the combined company will be listed on the NYSE under the symbol “TDOC.” We encourage you to obtain updated quotes for the Teladoc common stock and the Livongo common stock.
Teladoc and Livongo will each hold special meetings of their respective stockholders in connection with the proposed merger, which are referred to as the Teladoc stockholder meeting and the Livongo stockholder meeting, respectively.
At the Teladoc stockholder meeting, Teladoc stockholders will be asked to consider and vote on (1) the proposal to approve the issuance of shares of Teladoc common stock to Livongo stockholders pursuant to the merger agreement, which is referred to as the Teladoc share issuance proposal, (2) the proposal to adopt an amendment to Teladoc’s certificate of incorporation, which is referred to as the Teladoc charter amendment proposal, and (3) the proposal to adjourn the Teladoc stockholder meeting to solicit additional proxies if there are not sufficient votes to approve the Teladoc share issuance proposal or the Teladoc charter amendment proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Teladoc stockholders. The Teladoc board of directors unanimously recommends that Teladoc stockholders vote “FOR” each of the proposals to be considered at the Teladoc stockholder meeting.
At the Livongo stockholder meeting, Livongo stockholders will be asked to consider and vote on (1) the proposal to adopt the merger agreement, which is referred to as the Livongo merger agreement proposal, (2) the proposal to approve, on a non-binding advisory basis, specific compensatory arrangements between Livongo and its named executive officers relating to the merger and (3) the proposal to adjourn the Livongo stockholder meeting to solicit additional proxies if there are not sufficient votes to approve the Livongo merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Livongo stockholders. The Livongo board of directors unanimously recommends that Livongo stockholders vote “FOR” each of the proposals to be considered at the Livongo stockholder meeting.
We cannot complete the merger unless the Livongo stockholders approve the Livongo merger agreement proposal and the Teladoc stockholders approve both the Teladoc share issuance proposal and the Teladoc charter amendment proposal. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend your respective stockholder meeting, please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.
The accompanying joint proxy statement/prospectus provides you with important information about the stockholder meetings, the merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 46 for a discussion of risks relevant to the merger.
We look forward to the successful completion of the merger.
Chief Executive Officer
Teladoc Health, Inc.
Chief Executive Officer
Livongo Health, Inc.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the Teladoc common stock to be issued in the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated September 15, 2020 and is first being mailed to Teladoc and Livongo stockholders on or about September 15, 2020.