Breaking: Today (30 October) Teladoc announced the closing of its merger with Livongo. The release itself is pro forma. The acquisition is interesting in how rapidly it was completed: from ‘git to gone’ in under three months. By contrast, Teladoc’s close on much smaller InTouch Health took eight months. It is, of course, still positioned as a merger, but it is clearly a purchase based on the terms and their branding. (More of Editor Donna’s thoughts on this here and here.)
Livongo shareholders will receive 0.5920 Teladoc shares plus cash of $11.33 for each Livongo share (including the special dividend declared by Livongo). The Motley Fool did the math and valued it at $18.5 million after the shareholder approval. Current Teladoc shareholders will own 58 percent, with Livongo investors holding 42 percent. Mr. Market continues to be cross, as the day started with TDOC above $215 with the current price (1pm Eastern time) at just above $197, though Teladoc’s 3rd Q earnings were excellent. TDOC’s share price just before the acquisition hovered in the $230s.
This Editor has already noted the reported exodus of many of Livongo’s top management, presumably to the bank: CEO Zane Burke, President Jennifer Schneider, MD, CFO Lee Shapiro (widely conceded as the merger engineer), and SVP of business development Steve Schwartz. David Sides, Livongo’s COO, and Arnnon Geshuri, Cheif (sic) Human Resources Officer, retain their same position as at Teladoc. According to their latest (29 Oct) 8-K, new members of the board effective 19 November will include Glen Tullman (formerly Livongo Executive Chair), Chris Bischoff (Kinnevic AB), Karen L. Daniel, Sandra Fenwick, and Hemant Taneja (General Catalyst, of which more follows).
MedCityNews detailed the above plus that R&D will be headed on an interim basis by Yulun Wang, PhD, who came over from InTouch. Also, a number of Livongo execs (Glen Tullman, Schneider, and three other managers) are putting their new wealth to work for their futures with General Catalyst’s Hemant Taneja, a Livongo backer. An S-1 was filed on 19 October to create a new special-purpose acquisition company with the goal of raising $500 million. Commonly dubbed a ‘blank-check’ company, a SPAC is a public company designed to quickly take a private company public versus the slower process of an IPO. Recent healthcare examples have been Hims Inc. and SOC Telemed.
Livongo’s website as to management is already updated and cut over. The Teladoc site does not have a Livongo page other than on press releases and a landing page here. Much remains to be seen in this consolidation of telemedicine and monitoring/coaching, including whether the combined company can deliver on much-needed profits.