SoundHound AI Revises LivePerson Merger Terms as Deal Moves Forward

Key Takeaways

• SoundHound AI and LivePerson signed an amended merger agreement on July 2.

• The revised deal restructures the transaction into a new merger framework.

• LivePerson will become an indirect wholly owned subsidiary of SoundHound upon closing.

• The acquisition remains subject to shareholder approval, regulatory clearances and other customary closing conditions.

• The agreement includes a potential extension of the closing deadline to Dec. 5, 2026.

What Happened

SoundHound AI and LivePerson have amended the terms of their previously announced merger agreement as the companies continue to work toward completing the proposed acquisition.

The amended and restated agreement, signed on July 2, 2026, restructures the planned two-step merger and provides additional detail on how the transaction will be completed. Under the revised terms, LivePerson will become an indirect wholly owned subsidiary of SoundHound AI once the deal closes.

The updated agreement also establishes a revised stock-based consideration formula for LivePerson shareholders, includes a capped cash payment for eligible shares traded on the Tel Aviv Stock Exchange, and outlines the treatment of outstanding stock options and restricted stock units (RSUs).

The companies also noted that the transaction is not expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.

Why It Matters

The amended agreement provides greater clarity on the legal and financial framework of SoundHound AI's proposed acquisition of LivePerson, a transaction aimed at expanding the company's enterprise conversational AI capabilities.

While the revised agreement does not change the strategic rationale of the acquisition, it establishes updated closing mechanics, shareholder protections and termination provisions that are common in complex public-company mergers.

Investors will continue to monitor regulatory approvals and shareholder votes as the companies work toward completing the transaction.

Key Details

• Agreement signed: July 2, 2026

• Target: LivePerson Inc.

• Acquirer: SoundHound AI Inc.

• Structure: Amended and restated merger agreement

• Post-closing: LivePerson will become an indirect wholly owned subsidiary of SoundHound AI

• Consideration: Primarily stock, with capped cash consideration for eligible Tel Aviv-listed shares

• Tax treatment: Transaction is not expected to qualify as tax-free for U.S. federal income tax purposes

• Termination fee: LivePerson may be required to pay $5 million, plus certain expenses, under specified circumstances

• Outside closing date: May be extended through Dec. 5, 2026

Closing remains subject to several customary conditions, including:

• Approval by LivePerson shareholders

• Required regulatory approvals

• Effectiveness of SoundHound's Form S-4 registration statement

• Nasdaq approval for the listing of newly issued SoundHound shares

• Completion of related debt restructuring transactions

The amended agreement also includes customary no-solicitation provisions and termination rights for both companies.

Market Impact

The revised merger agreement does not alter the previously announced strategic objective of combining SoundHound AI's voice and conversational AI platform with LivePerson's customer engagement technology.

The acquisition was originally announced in April with an equity value of approximately $43 million, representing about a 22% premium to LivePerson's 30-day volume-weighted average share price at the time. Including debt adjustments, the transaction implied an enterprise value of approximately $250 million.

Completion of the transaction remains contingent on regulatory approvals and shareholder consent.

Conclusion

The amended merger agreement marks another procedural step in SoundHound AI's proposed acquisition of LivePerson. While the updated terms provide greater transparency around the transaction's structure, consideration and closing conditions, the deal remains subject to multiple approvals before it can be completed. Investors are likely to focus on the regulatory process and shareholder vote as the companies work toward closing the acquisition later this year.