Item 8.01 Other Events.
On November 8, 2021, Metromile, Inc. (the "Company") entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Lemonade, Inc. ("Lemonade") and
the other parties thereto. Pursuant to the terms of the Merger Agreement as
previously disclosed, at closing Lemonade will acquire 100% of the Company's
outstanding equity through an all-stock transaction based upon the conversion
ratio of 19 shares of the Company for 1 share of Lemonade. The Company and
Lemonade have received approval from the Department of Justice under the
Hart-Scott-Rodino Act and are awaiting other required regulatory approvals. The
transaction is now expected to close early in the third quarter of 2022, subject
to customary closing conditions and receipt of the foregoing approvals.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends," "may," "might,"
"plan," "possible," "potential," "predict," "project," "seek," "should,"
"target," "will," "would" or the negative 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 regarding the contemplated transaction with
Lemonade, including the timing of close for such transaction, receipt of
regulatory approvals, and satisfaction of closing conditions. 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, including, but not limited to, the
possibility the proposed acquisition of us by Lemonade will not be completed,
failure to obtain necessary regulatory approvals or to satisfy any of the other
conditions to the proposed acquisition, adverse effects on the market price of
Metromile's or Lemonade's shares of common stock and on Metromile's and
Lemonade's operating results because of a failure to complete the proposed
acquisition, failure to realize the expected benefits of the proposed
acquisition, failure to promptly and effectively integrate Metromile's
businesses, negative effects relating to the announcement of the proposed
acquisition or any further announcements relating to the proposed acquisition or
the consummation of the proposed acquisition on the market price of Metromile's
or Lemonade's shares of common stock, significant transaction costs and/or
unknown or inestimable liabilities, potential litigation associated with the
proposed acquisition, general economic and business conditions that affect the
combined companies following the consummation of the proposed 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; our financial and business performance may be
different from what we expect due to circumstances outside of our control; the
implementation, market acceptance and success of our business model; our ability
to scale in a cost-effective manner; developments and projections relating to
our competitors and industry; the impact of health epidemics, including the
COVID-19 pandemic, on our business and the actions we may take in response
thereto; our expectations regarding our ability to obtain and maintain
intellectual property protection and not infringe on the rights of others; our
future capital requirements and sources and uses of cash; our ability to obtain
funding for future operations; our business, expansion plans and opportunities;
and the outcome of any known and unknown litigation and regulatory proceedings.
These and other important factors are discussed under the captions "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on February 28, 2022 and in our
other filings with the SEC. While we may elect to update or revise such
forward-looking statements at some point in the future, we disclaim any
obligation to do so.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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