23andMe Holding Co. (NasdaqGS:ME) entered into an Agreement and Plan of Merger and Reorganization to acquire LMND Medical Group, Inc. for $400 million on October 21 2021. Upon consummation of the transactions, (a) all outstanding shares of company capital stock, options to purchase company capital stock, and warrants to purchase company capital stock will be cancelled in exchange for aggregate consideration of $400,000,000, subject to certain adjustments (including certain adjustments for the LMND's working capital, indebtedness, and transaction expenses), of which (i) approximately 25% will be in the form of cash and (ii) approximately 75% will be in the form of shares of Class A common stock of 23andMe, par value $0.0001 per share. The number of shares to be issued in connection with the stock consideration will be calculated based on a fixed value of $8.82 per share, which is the volume weighted average price on The Nasdaq Global Select Market of a share of 23andMe Class A Common Stock for the 45 trading days preceding the signing date. A portion of the cash consideration will be held in escrow to (i) provide 23andMe recourse for any purchase price adjustment and (ii) secure the indemnification obligations of the Indemnifying Parties. Lemonaid will become part of 23andMe's consumer business.

Paul Johnson, Chief Executive Officer and Co-Founder of Lemonaid Health, will become the Vice President and General Manager of the 23andMe consumer business and in that role, will continue to run the Lemonaid Health services. Ian Van Every, Managing Director, U.K. and Co-Founder of Lemonaid Health, will manage and grow operations in the U.K. The closing is subject to customary closing conditions including board approvals from 23andMe and LMND, shareholder approval of LMND, third party approvals, resignation of LMND directors, and the execution of non competition, non solicitation, support, escrow, and employment agreements. The board of 23andMe and LMND have both approved the transaction unanimously. The acquisition is expected to close by the end of 2021.

Allen & Company LLC acted as financial advisor to 23andMe and Marlee Myers and Kimberly Taylor of Morgan, Lewis & Bockius LLP acted as legal advisor to Allen & Company. Marshall Mort, Jane Piehler, Christopher Joslyn, Julia Ushakova-Stein, David Healy, Matthew Rossiter,Marshall Mort,Jane Piehler,Christopher Joslyn and Julia Ushakova-Stein of Fenwick & West LLP and Nelson Hardiman LLP acted as legal advisor to Lemonaid Health.