Item 8.01 Other Events.
On October 29, 2020, Livongo Health, Inc. (Livongo) held a special meeting of its stockholders (the Special
Meeting). At the Special Meeting, based on preliminary voting results, Livongos stockholders voted to (a) adopt the Agreement and Plan of Merger, dated as of August 5, 2020 (the Merger Agreement), by and
among Teladoc Health, Inc. (Teladoc), Livongo and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (the Livongo Merger Agreement Proposal), (b) approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Livongos named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger
Agreement, and (c) 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.
Based on the results of the Special Meeting,
subject to the satisfaction or waiver of the remaining closing conditions under the Merger Agreement, the transactions contemplated by the Merger Agreement are expected to be consummated on October 30, 2020.
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 Annual Report and
Livongos 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.