According to the Complaint, Livongo Health, Inc. has created a unified platform that provides smart, cellular-connected devices, supplies, informed coaching, data science-enabled insights, and facilitates access to medications across multiple chronic conditions for its members.

This action stems from a proposed transaction announced on August 5, 2020, pursuant to which Livongo Health, Inc. will be acquired by Teladoc Health, Inc. (“Parent”).

On August 5, 2020, Livongo’s Board of Directors caused the Company to enter into an agreement and plan of merger with Teladoc. Pursuant to the terms of the Merger Agreement, Livongo’s stockholders will receive 0.5920 shares of Parent common stock and $4.24 in cash for each share of Livongo common stock they own.

On September 3, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.