Item 1.01. Entry into a Material Definitive Agreement.
On
The Acquisition will be accomplished by means of the mergers (the "Mergers") of
Merger Sub 1 with and into InTouch, with InTouch continuing as the surviving
corporation, and Merger Sub 2 with and into InTouch, with Merger Sub 2
continuing as the surviving corporation and a direct, wholly owned subsidiary of
the Company. As a result of the Mergers, former holders of capital stock of
InTouch and options to purchase capital stock of InTouch will receive a pro rata
share of (a)
Furthermore, subject to certain conditions, if the Acquisition is not
consummated prior to
The Merger Agreement contains customary representations, warranties and covenants by InTouch, the Company and the Merger Subs. The parties have agreed to indemnify each other for breaches of representations, warranties and covenants. The completion of the transaction is subject to certain customary closing conditions. The expiration of the waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has already occurred. The transaction does not require approval of the Company's stockholders and is not subject to any financing contingency.
The Merger Agreement may be terminated under certain circumstances, including by
the Company or InTouch if the Acquisition has not been completed by
The Merger Agreement and the above description have been included to provide
investors with information regarding the terms of the Merger Agreement. It is
not intended to provide any other factual information about the Company, InTouch
or any other parties to the Merger Agreement or their respective affiliates or
equityholders or any of their respective businesses. The representations,
warranties and covenants contained in the Merger Agreement were made only for
the purposes of the Merger Agreement and as of the specific dates set forth
therein, were solely for the benefit of the parties thereto, may have been used
for purposes of allocating risk between each party rather than establishing
matters of fact, may be subject to a contractual standard of materiality
different from that generally applicable to investors and may be subject to
qualifications or limitations agreed upon by the parties in connection with the
negotiated terms, including being qualified by schedules and other disclosures
made by each party. Accordingly, investors should not rely on the
representations, warranties and covenants in the Merger Agreement as statements
of factual information or as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosures. The Merger Agreement should not be read alone, but
should instead be read in conjunction with the other information regarding the
Company that is or will be contained in, or incorporated by reference into, the
other documents that it files with the
The description of the Merger Agreement and the related transactions set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information contained in Item 1.01 is incorporated herein by reference.
As described in Item 1.01, pursuant to the Merger Agreement, the Company has
agreed, subject to the terms and conditions of the Merger Agreement, to issue
the Shares at the closing of the Acquisition. The issuance of the Shares at the
closing of the Acquisition is expected to be exempt from the registration
requirements of the
This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Shares will only be issued in a private placement pursuant to the terms of the Merger Agreement.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on
As previously announced, on
The information in this Item 7.01 and Exhibits 99.1 and 99.2 is furnished and
shall not be deemed to be "filed" for purposes of Section 18 of the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description No. The following exhibit is filed as part of this Current Report: 2.1 Agreement and Plan of Merger, dated as ofJanuary 11, 2020 , by and amongTeladoc Health, Inc. ,Jonata Sub One, Inc. ,Jonata Sub Two, Inc. ,InTouch Technologies, Inc. andFortis Advisors LLC , as equityholder representative*
The following exhibits are furnished as part of this Current Report:
99.1Teladoc Health, Inc. press release, datedJanuary 12, 2020 99.2Teladoc Health, Inc. slide presentation, datedJanuary 13, 2020 104 The cover page of this Current Report on Form 8-K formatted as Inline XBRL
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
upon request.
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the safe harbor provisions of the
Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of the control of the
Company and InTouch. Our actual results and financial condition may differ
materially from those indicated in the forward-looking statements. Important
factors that could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements include, among
others, the following: (i) risks related to the Acquisition, including
integration risks and failure to achieve the anticipated benefits of the
Acquisition; (ii) changes in laws and regulations applicable to our business
model; (iii) changes in market conditions and receptivity to our services and
offerings; (iv) results of litigation; (v) the loss of one or more key clients;
and (vi) changes to our abilities to recruit and retain qualified providers into
our network. For a detailed discussion of the risk factors that could affect our
actual results, please refer to the risk factors identified in our filings with
the
Any forward-looking statement made by us in this Current Report on Form 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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