Teladoc Health, Inc. (NYSE:TDOC) entered into a definitive agreement to acquire InTouch Technologies, Inc. from Galen Partners, Michigan Growth Capital Partners Fund, L.P., fund managed by Beringea, LLC and Grosvenor Capital Management Customized Fund Investment Group, iRobot Corporation (NasdaqGS:IRBT) and others for approximately $550 million on January 11, 2020. Under the terms of the agreement, the purchase price of $600 million will consist of approximately $150 million in cash and $450 million of Teladoc Health common stock. The consideration is subject to customary adjustments. The cash portion will be reduced by escrow amount of $9.25 million which will be released 12 months post closing. The cash portion also includes indebtness. Cash portion will also be reduced by $0.3 million of estimated expenses. Cash portion will be funded with cash on hand

If the transaction is not consummated prior to March 1, 2020, Teladoc will pay InTouch $3 million. Subject to certain conditions, if the transaction is not consummated prior to June 30, 2020, InTouch may request Teladoc to pay InTouch an additional $3 million and if the date has been extended beyond June 30, 2020, InTouch may request Teladoc to pay InTouch such amounts as may be requested by InTouch from time to time thereafter up to an aggregate of $1 million per month, to the extent necessary to fund the continued operation of InTouch. If the transaction is not consummated by the extended date or the agreement is terminated, InTouch will be required to repay any subsequent interim payments, but will not be required to repay the initial interim payment of $3 million. The transaction may be terminated if not consummated by June 30, 2020, provided that Teladoc may extend this date to December 31, 2020, subject to certain conditions.

The transaction is approved by Board of Teladoc Health and InTouch Technologies. The transaction is subject to expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act., InTouch Technologies shareholder approval, execution of escrow agreement, conversion of preference stock to common stock, delivery of audited statements, execution non-competition agreement, resignations of each director of InTouch Technologies and subject to customary closing conditions. The transaction does not require approval of Teladoc's stockholders and is not subject to any financing contingency. The transaction is expected to close by the end of second quarter of 2020. David Gluckman and Ian Wijay from Lazard acted as sole financial advisors and Steven Stokdyk, Esq. of Latham & Watkins LLP acted as legal advisor to Teladoc Health in the transaction. J.P. Morgan acted as sole financial advisor and Robert G. Day, Robert T. Ishii, C. Derek Liu, Angela Bernardi, Jonathan Zhu, Derek Wallace, Chris Paniewski, David Thomas, Brandon Gantus, Ben Labow, Todd Hahn, Matt Staples and Allison Bender of Wilson Sonsini Goodrich & Rosati LLP acted as legal advisor to InTouch Health. Fortis Advisors LLC acted as the advisor to equity holders. Barbara Becker of Gibson, Dunn & Crutcher LLP acted as legal advisor to Lazard Ltd (NYSE:LAZ).