Teladoc, Livongo complete merger

Teladoc Health on Friday completed a merger with Livongo, a digital health company that helps users manage chronic conditions.

The transaction follows Teladoc shareholders approving the merger agreement Thursday.

The combined company will operate under the name Teladoc Health, maintain Teladoc’s headquarters in Purchase, N.Y., and primarily be led by Teladoc’s leadership team.

Livongo shareholders received 0.5920 times a share of Teladoc for each Livongo share and $11.33 in cash as part of the merger agreement.

Teladoc has issued roughly 60.3 million shares and paid an estimated $432.1 million in cash, according to Securities and Exchange Commission filings on Friday.

Livongo went public in July of last year. Its common stock stopped trading on the Nasdaq before the market opened Friday. Mountain View, Calif.-based Livongo had been was one of three digital health companies that went public within a week of one another in summer 2019, ending a nearly three-year drought since the last initial public offering of a digital health company.

Teladoc and Livongo first released details of the proposed merger, valued at $18.5 billion, less than three months ago in August.

The companies expect to see 2020 combined revenue of an estimated $1.3 billion and cover 70 million members, according to a presentation shared with investors in August.

As a combined company, Teladoc officials also expect to cross-sell products among their respective customer bases.

Under the merger agreement, Teladoc shareholders will own 58% of the combined company; Livongo shareholders will own 42%, the companies said at the time.

Teladoc’s CEO Jason Gorevic will keep his role, leading the combined company.

Livongo’s CEO Zane Burke and President Dr. Jennifer Schneider will leave the combined company after the transaction closes, according to an announcement Teladoc filed with the SEC earlier this month.

Teladoc’s chairman, David Snow, will lead the new company’s board of directors. The new board of directors will comprise eight members of Teladoc’s previous board and five members of Livongo’s previous board, including Glen Tullman, who had served as Livongo’s founder and executive chairman, effective Nov. 19.

Teladoc on Wednesday posted $288.8 million in revenue for this year’s third quarter, more than double the $138 million that the company posted during the same period in 2019. The company increased its full-year 2020 guidance, anticipating revenue to surpass $1 billion for the first time; however, Teladoc also reported a sizeable net loss of $35.9 million for the third quarter.

The $35.9 million net loss included $16 million in costs related to the merger with Livongo, according to Teladoc.

Livongo posted $106.1 million revenue for the quarter, up 126.4% year-over-year, and reported having 1,402 clients, up 71.2% year-over-year. Livongo’s business model involves working with health systems, health plans and employers as clients, which cover costs of program participation for individual members. Livongo posted a net loss of $25.5 million.


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