Lemonade, Inc. (NYSE:LMND) entered into a definitive agreement to acquire Metromile, Inc. (NasdaqCM:MILE) for approximately $510 million on November 8, 2021. Shareholders of Metromile will receive Lemonade common shares at a ratio of 19:1. Under the terms of the agreement, all the issued and outstanding Metromile common stockholders shall receive 0.05263 shares of common stock of Lemonade per Metromile share. Metromile will pay a fee of $12.5 million to Lemonade, in case Metromile terminates the transaction.

The transaction is subject to receipt of regulatory approvals; approval by stockholders of the Lemonade and Metromile; effectiveness of the registration statement; expiration or earlier termination of any applicable waiting period of review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; approval for listing on the NYSE of the shares of Lemonade common stock to be issued pursuant to the merger agreement and other customary closing conditions. Certain stockholders of Metromile holding approximately 11.3% of the outstanding shares of Metromile common stock, including all members of the Metromile Board and certain officers have entered into voting and support agreements, to vote in favor of the transaction. The transaction has been unanimously approved by the Boards of Metromile and Lemonade. The Metromile board of directors unanimously recommends that Metromile shareholders vote “FOR” the merger proposal. In the coming days you should be receiving proxy materials (via email or regular mail) that will allow you to vote on the proposed acquisition of Metromile by Lemonade, Inc. at the Special Meeting of Stockholders that will be held virtually on February 1, 2022. As of February 1, 2022, Metromile shareholders approved the transaction. As of May 10, 2022, the applicable waiting period for the proposed transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. The transaction is expected to close in the second quarter of 2022. As of June 14, 2022, the transaction is expected to close early in the third quarter of 2022.

Robert M. Katz, Marc D. Jaffe and Daniel Chinn of Latham & Watkins LLP and Amar Reiter Jeanne acted as legal advisors to Lemonade. Rajab S. Abbassi, Tobias Schad, Parimah Hassouri, Rohit Nafday, Sydney Jones, Patrick Ryan, Seth Traxler, Mike Carew, Adam Kool, Sophia Hudson, Jill Ross and Edward J. Lee of Kirkland & Ellis LLP acted as legal advisors to Metromile. Morrow & Co., LLC acted as information agent to Metromile. Allen & Company LLC acted as financial advisor and fairness opinion provider.