Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Joint Press Release issued byMetromile, Inc. and Lemonade, Inc. onNovember 8, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Forward-Looking Statements
The information in this communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may be identified by the use of words such as "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions or the negative versions of such terms or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements with respect to a possible acquisition involving the Company and Lemonade and/or the combined group's estimated or anticipated future business, performance and results of operations and financial condition, including estimates, forecasts, targets and plans for Lemonade and, following the acquisition, if completed, the combined entity. Any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
These forward-looking statements are subject to known and unknown risks,
uncertainties, and assumptions about us that may cause our actual results,
levels of activity, performance, or achievements to be materially different from
any future results, levels of activities, performance, or achievements expressed
or implied by such forward-looking statements. Such risks and uncertainties
include, but are not limited to, the possibility that a possible acquisition
will not be pursued, failure to obtain necessary regulatory approvals or to
satisfy any of the other conditions to the possible acquisition, adverse effects
on the market price of the Company's or Lemonade's shares of common stock and on
the Company's and Lemonade's operating results because of a failure to complete
the possible acquisition, failure to realize the expected benefits of the
possible acquisition, failure to promptly and effectively integrate the
Company's businesses, negative effects relating to the announcement of the
possible acquisition or any further announcements relating to the possible
acquisition or the consummation of the possible acquisition on the market price
of the Company's or Lemonade's shares of common stock, significant transaction
costs and/or unknown or inestimable liabilities, potential litigation associated
with the possible acquisition, general economic and business conditions that
affect the combined companies following the consummation of the possible
acquisition, changes in global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax
laws, regulations, rates and policies, future business acquisitions or disposals
and competitive developments. These forward-looking statements are based on
numerous assumptions and assessments made in light of the Company's or, as the
case may be, Lemonade's experience and perception of historical trends, current
conditions, business strategies, operating environment, future developments and
other factors it believes appropriate. By their nature, forward-looking
statements involve known and unknown risks and uncertainties because they relate
to events and depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
communication could cause Lemonade's plans with respect to the Company, the
Company's or Lemonade's actual results, performance or achievements, industry
results and developments to differ materially from those expressed in or implied
by such forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and persons reading this communication are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this communication. Additional information about economic, competitive,
governmental, technological and other factors that may affect the Company is set
forth under the captions "Risk Factors" in the Company's Form 10-K filed with
the
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Any forward-looking statements in this communication are based upon information available to the Company and/or its board of directors, as the case may be, as of the date of this communication and, while believed to be true when made, may ultimately prove to be incorrect. Subject to any obligations under applicable law, neither the Company nor any member of its board of directors undertakes any obligation to update any forward-looking statement as a result of subsequent events or developments, except as required by law to update any forward-looking statement whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to actual results, future events, or to changes in expectations. All subsequent written and oral forward-looking statements attributable to the Company or its board of directors or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.
Important Additional Information Regarding the Transaction Will Be Filed With
the
In connection with the proposed transaction between the Company and Lemonade,
the Company and Lemonade will file relevant materials with the
Participants in the Solicitation
The Company, Lemonade and certain of their directors, executive officers and
other members of management may be deemed to be participants in the solicitation
of proxies with respect to the proposed transaction. Information regarding the
persons who may, under the rules of the
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This communication does not
constitute a prospectus or prospectus equivalent document. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the
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