Livongo to Release Results for the Third Quarter of Fiscal Year 2020
15 Outubro 2020 - 9:05AM
Livongo Health, Inc., (Nasdaq: LVGO) today announced it will
release its financial results for its third quarter of fiscal year
2020 on October 28, 2020, after close of the U.S. stock
market. Given the pending transaction with Teladoc Health, Livongo
is not hosting a conference call in conjunction with its third
quarter of 2020 earnings release.
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.
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 the
anticipated U.S. federal income tax treatment of the transaction is
not obtained; 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 “Livongo” and such terms as “the
company,” “the corporation,” “our,” “we,” “us” and “its” may refer
to Livongo 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.
Investor
Contact:Jason
PlagmanInvestor-relations@livongo.com 785-550-6048
Media
Contact:John
HallockPress@livongo.com617-615-7712
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