|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
47,969,658
|
|
22,735,356
|
|
659,249
|
Proposal 3 To approve the adjournment of the Special Meeting to solicit additional proxies if
there are not sufficient votes at the time of the Special Meeting to approve the Livongo Merger Agreement Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Livongo stockholders (the
Livongo Adjournment Proposal).
Livongos stockholders approved the Livongo Adjournment Proposal, if necessary, but
an adjournment was not necessary in light of adoption of the Merger Agreement.
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
69,165,735
|
|
1,694,076
|
|
504,452
|
The information set forth in Item 5.07 is incorporated by reference herein.
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 Teladocs and Livongos 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 Teladocs and Livongos 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 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 Teladocs or Livongos respective businesses; restrictions during the pendency of the
potential transaction that may impact Teladocs or Livongos ability to pursue certain business opportunities or strategic transactions; the effect of this communication on Teladocs or Livongos stock prices; transaction costs;
Teladocs ability to achieve the benefits from the proposed transaction; Teladocs 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 Teladocs or Livongos control (including public health crises, such as pandemics and epidemics); changes in laws and regulations applicable to Teladocs business model; changes
in market conditions and receptivity to Teladocs 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 Teladocs 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 Livongos ability to retain clients and sell additional solutions to new and existing clients; Livongos ability to attract and enroll new members; the growth and
success of Livongos partners and reseller relationships; Livongos 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 Teladocs