As previously disclosed, on August 5, 2020, Livongo Health, Inc. (Livongo) entered into an Agreement and Plan of Merger (the Merger
Agreement) with Teladoc Health, Inc. (Teladoc) and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (Merger Subsidiary). Upon the terms and subject to the conditions of the Merger Agreement, Merger
Subsidiary will merge with and into Livongo (the Merger), with Livongo surviving as a wholly-owned subsidiary of Teladoc. A definitive joint proxy statement/prospectus was filed with the Securities and Exchange Commission (the
SEC) by Teladoc on September 15, 2020, in connection with, among other things, the Merger Agreement.
Certain Litigation
As previously disclosed in the joint proxy statement/prospectus, between September 10, 2020 and September 14, 2020, three lawsuits were filed by
purported stockholders of Livongo in connection with the transactions contemplated by the Merger Agreement under the captions Kent v. Livongo Health, Inc., et al., Case No.
1:20-cv-01213 (D. Del.), Raheja v. Livongo Health, Inc., et al., Case No.
5:20-cv-0604 (N.D. Cal.) and Hart v. Livongo Health, Inc., et al., Case No.
1:20-cv-1222 (D. Del.). Seven additional lawsuits were filed between September 16, 2020 and October 16, 2020 by purported stockholders of Livongo in connection
with the transactions contemplated by the Merger Agreement under the captions Kubus v. Livongo Health, Inc., et al., Case No. 1:20-cv-07579 (S.D.N.Y.), Jones
v. Livongo Health, Inc., et al., Case No. 1:20-cv-04362 (E.D.N.Y.), Anthony v. Livongo Health, Inc., et al., Case No. 1:20-cv-07706 (E.D.N.Y.), Banner v. Livongo Health, Inc., et al., Case No. 5:20-cv-06758 (N.D. Cal.), Vea v. Livongo
Health, Inc., et al., Case No. 1:20-cv-08230 (S.D.N.Y), Ormesher v. Livongo Health Inc., et al., 5:20-cv-07105 (N.D. Cal.) and OConnor v. Livongo Health, Inc., et al., Case No. 5:20-cv-07281 (N.D. Cal.). The complaints allege, among other things, that the joint proxy
statement/prospectus issued in connection with the Merger omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, rendering the preliminary proxy statement false and misleading. The complaints
name as defendants Livongo and the Livongo board of directors. Certain of the complaints additionally name as defendants Christopher Bischoff, Sandra Fenwick, Karen L. Daniel, Philip D. Green, Hemant Taneja, Glen E. Tullman, Zane Burke, Tempranillo
Merger Sub, Inc. and Teladoc Health, Inc.
While Livongo believes that the disclosures set forth in the joint proxy statement/prospectus comply fully with
all applicable law and denies the allegations in the pending actions described above, in order to moot plaintiffs disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its
stockholders, Livongo has determined voluntarily to supplement certain disclosures in the joint proxy statement/prospectus related to plaintiffs claims with the supplemental disclosures set forth below (the Supplemental
Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Livongo specifically denies all
allegations in the various litigation matters that any additional disclosure was or is required or material.
SUPPLEMENTAL DISCLOSURES
This supplemental information should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety,
including the cautionary notes regarding the risks and limitations associated with relying on prospective financial information. The inclusion in this supplement to the joint proxy statement/prospectus of certain summary unaudited prospective
financial information should not be regarded as an indication that any of Livongo, Teladoc or their respective affiliates, officers, directors or other representatives, or any other recipient of this information, considered, or now considers, it to
be material or to be reliably predictive of actual future results, and the unaudited prospective financial information should not be relied upon as such.. To the extent defined terms are used but not defined herein, they have the meanings set forth
in the joint proxy statement/prospectus.
The disclosure under the heading The Merger Background of the Merger on page 79 of the
joint proxy statement/prospectus is hereby amended and supplemented by replacing the seventh paragraph under that heading in its entirety with the following:
Also on June 13, 2020, Livongos management entered into discussions with Morgan Stanley regarding the engagement of Morgan Stanley as Livongos
financial advisor to help Livongo and its board of directors assess a potential business combination with Teladoc. Livongos management believed it was prudent to enter into discussions with a potential financial advisor at such time and
selected Morgan Stanley based on its expertise in the technology and healthcare sectors, its experience in advising on complex strategic transactions, the fact that Livongos management had familiarity with Morgan Stanley as a result of Morgan
Stanleys role as a lead underwriter of the companys initial public offering, secondary offering, and convertible debt offering and the fact that Morgan Stanley had familiarity with Livongo and its business as a result of that role.
The disclosure under the heading The Merger Background of the Merger on page 79 of the joint proxy statement/prospectus is hereby
amended and supplemented by replacing nineteenth paragraph under that heading (such paragraph being the fourth full paragraph on page 81) in its entirety with the following: