Talkspace, Inc. (TALK) Issued a False and Misleading Proxy in Support of its Merger
A class action was filed on behalf of all holders of Talkspace, Inc. (NASDAQ: TALK, TALWK) common stock as of May 19, 2021, the record date for the special meeting of shareholders held on June 17, 2021, to consider approval of the merger between Hudson Executive Corporation (“HEIC”) and Talkspace and entitled to vote on the merger. The complaint seeks remedies under the Securities Exchange Act of 1934 arising from the proxy statement issued in connection with the merger. Talkspace is a behavioral healthcare company.
According to the complaint, prior to the merger, Talkspace was named HEIC, with its shares trading on the Nasdaq under ticker symbols “HEC,” “HECCW,” and “HECCU.” HEIC was a blank check company, also known as a SPAC. On January 13, 2021, HEIC announced it had entered into a merger agreement with Talkspace, a “‘purpose-built technology company designed to meet the unmet medical needs in behavioral health by improving access, decreasing costs, improving outcomes, and creating value for patients, providers, and employers.'” HEIC also touted the Company’s future growth potential.
On May 28, 2021, defendants issued the final proxy statement urging shareholders to vote in favor of the deal. However, the proxy omitted that: (i) Talkspace was experiencing significantly increased online advertising costs in its B2C business since the start of 2021; (ii) Talkspace was experiencing lower conversion rates in its online advertising in its B2C business; (iii) Talkspace was experiencing increased customer acquisition costs and more tepid B2C demand than represented to investors; (iv) Talkspace was suffering from ballooning customer acquisition costs and worsening growth and gross margin trends; and (v) Talkspace had overvalued its account receivables from certain of its health plan clients in its B2B business, which amounts required adjustment downward.
On November 15, 2021, Talkspace issued a press release announcing its financial results for Q2 2021, stating that “the overall financial results for the third quarter were disappointing. Q3 Net Revenue came in below management expectations due to a lower number of B2C customers and a one-time non-cash reserve adjustment for credit losses on receivables related to prior periods.” In a separate release issued the same day, Talkspace announced that, effective immediately, the CEO was stepping down, and his wife was stepping down from her position as Head of Clinical Services and Board member.
The price of Talkspace stock has declined precipitously since the merger as the false and misleading nature of the proxy has come to light. By December 30, 2021, Talkspace was trading below $2 per share, 80% below the price shareholders would have received if they had redeemed their shares instead of approving the merger.
If you held shares of Talkspace, Inc. (TALK) as of May 19, 2021, you have until March 8, 2022, to ask the court to appoint you lead plaintiff for the class.
All representation is on a contingency fee basis. Shareholders pay no fees or expenses.