Teladoc Health, Inc. (NYSE:TDOC) entered into a definitive merger agreement to acquire Livongo Health, Inc. (NasdaqGS:LVGO) from Kinnevik AB (OM:KINV B), General Catalyst Partners and others for $15.9 billion on August 5, 2020. Under the terms of the agreement, each share of Livongo will be exchanged for 0.592 shares of Teladoc Health plus cash consideration of $4.24 for each Livongo share, representing a value of $18.5 billion, including the assumption of $550 million in Livongo convertible debt. Each outstanding award of restricted Livongo common stock will be converted into restricted Teladoc common stock, each outstanding restricted stock unit award will be converted into restricted stock units of Teladoc common stock and each restricted stock unit award will be converted into restricted stock units of Teladoc common stock. Each outstanding option whether vested or unvested, will be converted into an option to purchase a number of shares of Teladoc common stock. Post-acquisition, Kinnevik will own 4.5% (7.5 million shares) of the combined company plus receive $143 million in cash consideration. Upon completion of the merger, existing Teladoc Health shareholders will own approximately 58% and existing Livongo shareholders will own approximately 42% of the combined company. The newly combined company will be called Teladoc Health. Livongo will be obligated to pay to Teladoc a termination fee of $562.8 million in the event the merger agreement is terminated. Teladoc will be obligated to pay to Livongo a termination fee of $712.3 million in the event the merger agreement is terminated.

Jason Gorevic, current Chief Executive Officer of Teladoc Health, will be the Chief Executive Officer of the combined company. Led by Teladoc Health Chairman, David Snow, the newly combined Teladoc Health Board of Directors will have thirteen Board members, composed of eight members of the Teladoc Health Board and five members of the Livongo Board. The combined company will be headquartered in Purchase, New York. On October 15, 2020, Teladoc and Livongo announced the combined company leadership upon the consummation of the proposed Merger between Livongo and Teladoc, which will be led by Jason Gorevic, as Chief Executive Officer and a member of the Board of Directors for the combined company as previously announced. The combined company leadership will include Arnnon Geshuri, Chief Human Resources Officer, Mala Murthy, Chief Financial Officer, David Sides, Chief Operating Officer, Dan Trencher, Senior Vice President, Corporate Strategy, Drew Turitz, Senior Vice President, Corporate Development, Adam Vandervoort, Chief Legal Officer, Stephany Verstraete, Chief Marketing & Engagement Officer, and Yulun Wang, Head of Research & Development (interim). Teladoc and Livongo also announced the following officers would be departing the combined company over the course of time after the consummation of the Merger: Michelle Bucaria, Chief Human Resources Officer of Teladoc, Zane Burke, Chief Executive Officer of Livongo, Jennifer Schneider, President of Livongo, Lee Shapiro, Chief Financial Officer of Livongo, and Steve Schwartz, Senior Vice President, Business Development of Livongo.

The transaction is subject to regulatory and Teladoc Health and Livongo shareholders approvals, US antitrust clearance, the shares of Teladoc common Stock to be issued in the merger having been approved for listing on the New York Stock Exchange, the effectiveness of the registration statement and other customary closing conditions. Kinnevik supports the proposed merger. The transaction has been unanimously approved by the Board of Directors of each company. The special meetings of stockholders of Teladoc Health, Inc and Livongo will be held on October 29, 2020 to approve the merger. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended with respect to the transaction expired on September 18, 2020. As of October 29, 2020, the transaction was approved by the shareholders of Teladoc Health. Teladoc Health's shareholders also approved the Teladoc Health charter amendment and share issuance. As of October 29, 2020, Livongo Health's shareholders also approved the transaction. The transaction is expected to close by the end of fourth quarter of 2020. As of October 29, 2020, the transaction is expected to be consummated on October 30, 2020.

Adam Vanderoort, David Gluckman, Ian Wijaya and Andy Ham of Lazard Frères & Co. acted as exclusive financial advisor and Scott A. Barshay, Laura C. Turano, Manuel Frey, Caith Kushner, John Kennedy, Patricia Vaz de Almeida, Jonathan Ashtor, Robert Holo, Jean McLoughlin, Jarrett Hoffman, Peter Fisch, Charles Rule, Audra Soloway, Jonathan Kanter, Steven Herzog and Yuni Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Teladoc Health. Owen O'Keefe, Paul Kwan and Matt Strom of Morgan Stanley & Co. LLC acted as exclusive financial advisers and Mike Ringler and Sonia Nijjar of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisers to Livongo. Licongo Board has received the fairness opinion of Morgan Stanley & Co. LLC. Teladoc Board has received the fairness opinion of Lazard Frères & Co. Jason Kropp, Hal Leibowitz, Andrew Bonnes and Molly Fox of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisers for General Catalyst Partners. MacKenzie Partners, Inc. is acting as proxy solicitor to Teladoc and will receive a fee of $75,000. D.F. King & Co., Inc. is acting as proxy solicitor to Livongo and will receive a fee of $20,000. American Stock Transfer & Trust Company, LLC is acting as transfer agent to Teladoc and Broadridge Financial Solutions, Inc. is acting as transfer agent to Livongo. Teladoc will pay Lazard an aggregate fee of $31.5 million, $6.5 million of which was payable upon the rendering of Lazard's opinion and $25 million of which is payable contingent upon consummation of the transaction. Livongo will pay Morgan Stanley approximately $106 million, approximately $21 million of which was payable upon the earlier of the execution of the merger agreement and the delivery of the opinion by Morgan Stanley, and the remaining portion of which will be paid upon, and subject to, the consummation of the merger. Livongo may, in its sole discretion, also pay Morgan Stanley an additional discretionary fee of up to approximately $11 million contingent upon, and subject to, the consummation of the merger. Citigroup Inc. acted as financial advisor to Livongo Health, Inc. Gibson, Dunn & Crutcher LLP acted as legal advisor to Lazard Frères & Co. LLC in the transaction.