Item 8.01 Other Events
On
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 and 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
--------------------------------------------------------------------------------
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
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
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.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Joint press release, datedSeptember 16, 2020 . 104 The cover page of this Current Report on Form 8-K formatted as Inline XBRL.
--------------------------------------------------------------------------------
© Edgar Online, source