Lemonade (NYSE: LMND) the insurance company powered by AI and
social good, and Metromile (NASDAQ: MILE, MILEW), the data science
company focused on auto insurance, have entered into a definitive
agreement pursuant to which Lemonade will acquire Metromile in an
all-stock transaction that implies a fully diluted equity value of
approximately $500 million, or just over $200 million net of cash.
Under the terms of the transaction, Metromile shareholders will
receive Lemonade common shares at a ratio of 19:1. (Read more on
why Lemonade is acquiring Metromile)
While Lemonade has been at the forefront of using big data and
AI in home and pet insurance, Metromile has been trailblazing a
parallel path for car insurance. Metromile’s car-mounted precision
sensors took over 400 million road trips in recent years, covering
billions of miles and sending real-time streams to the Metromile
cloud. These were cross referenced with actual claims data,
yielding precise predictions for losses per mile driven. These
algorithms hold the promise of propelling Lemonade Car from a
newcomer in the car insurance space to its vanguard.
“We launched Lemonade Car last week, and we think you’ll love
how it looks and handles. Pop the hood and you’ll see that it's
powered by telematics and architected to learn from the data it
generates, with precision pricing as its ultimate destination,”
said Daniel Schreiber, Lemonade CEO and cofounder. “That’s where
Metromile comes in. They have been down this road billions of
times, and their proprietary data and machine learning algorithms
can vault us over the most time and cost intensive parts of the
journey. In a vast and competitive market like auto insurance,
today’s deal is a huge unlock of value for our customers and
shareholders.”
Metromile enjoys 49 state licenses, over $100 million of
seasoned in-force premium (IFP), over $250 million of cash on the
balance sheet, and a team unmatched for their expertise in
harnessing big data and AI for car insurance.
“We’ve long admired Lemonade for its beautiful products,
world-class customer experience, unprecedented growth, and
socially-impactful business model,” said Dan Preston, CEO of
Metromile. “The data science-driven technology platform we built
created fairer and more individualized car insurance for consumers
in an industry marred by vast inequities. Joining forces with
Lemonade Car will create the most customer-centric, fair, and
affordable car insurance, and is a great outcome for Metromile
shareholders, who will benefit as shareholders of the combined
company. It also means that now, homeowners, renters, and drivers
alike can have all of their insurance needs with a single company
that truly has their best interests at heart.”
The transaction is expected to close during Q2 2022, once all
regulatory approvals have been secured. The transaction requires
the approval of Metromile stockholders, and is subject to other
customary closing conditions.
Investor presentation available at:
https://investor.lemonade.com/Q32021Presentation
About Lemonade
Lemonade offers renters, homeowners, pet, car, and life
insurance. Powered by artificial intelligence and behavioral
economics, Lemonade’s full stack insurance carriers in the US and
the EU replace brokers and bureaucracy with bots and machine
learning, aiming for zero paperwork and instant everything. A
Certified B-Corp, Lemonade gives unused premiums to nonprofits
selected by its community, during its annual Giveback. Lemonade is
currently available in the United States, Germany, the Netherlands,
and France, and continues to expand globally.
For more information about Lemonade, visit www.lemonade.com and
follow @lemonade_inc on Twitter.
About Metromile
Metromile (NASDAQ: MILE, MILEW) is a leading digital insurance
platform in the United States. With data science as its foundation,
Metromile offers real-time, personalized auto insurance policies by
the mile instead of the industry’s reliance on approximations that
have historically made prices unfair. Metromile’s digitally native
offering is built around the modern driver’s needs, featuring
automated claims, complimentary smart driving features and annual
average savings of 47% over what they were paying their previous
auto insurer.
In addition, through Metromile Enterprise, it licenses its
technology platform to insurance companies around the world. This
cloud-based software as a service enables carriers to operate with
greater efficiency, automate claims to expedite resolution, reduce
losses associated with fraud, and unlock the productivity of
employees.
For more information about Metromile, visit www.metromile.com
and enterprise.metromile.com.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this communication that do not
relate to matters of historical fact should be considered
forward-looking statements, including statements regarding our
anticipated financial performance, including the anticipated closing
of and synergies related to the Metromile acquisition, our
industry, business strategy, plans, goals and expectations
concerning our market position, future operations and other
financial and operating information.
These statements are neither promises nor guarantees, but
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, the
following: uncertainties as to the timing of the consummation of
the proposed transaction and the ability of the parties to
consummate the proposed transaction; the satisfaction of the
conditions precedent to consummation of the proposed transaction,
including the approval of Metromile’s stockholders; the ability to
obtain required regulatory approvals at all or in a timely manner;
any litigation related to the proposed transaction; disruption of
Metromile’s or Lemonade’s current plans and operations as a result
of the proposed transaction; the ability of Metromile or Lemonade
to retain and hire key personnel; competitive responses to the
proposed transaction; unexpected costs, charges or expenses
resulting from the proposed transaction; the ability of Lemonade to
successfully integrate Metromile’s operations, product lines and
technology; the ability of Lemonade to implement its plans,
forecasts and other expectations with respect to Metromile’s
business after the completion of the transaction and realize
additional opportunities for growth and innovation; the ability of
Lemonade to realize the anticipated synergies from the proposed
transaction in the anticipated amounts or within the anticipated
timeframes or costs expectations or at all; the ability to maintain
relationships with Lemonade’s and Metromile’s respective employees,
customers, other business partners and governmental authorities;
and the other risks, uncertainties and important factors contained
and identified; and our inability to predict the lasting impacts of
COVID-19 to our business in particular, and the global economy
generally. These and other important factors are discussed under
the caption “Risk Factors” in our Form 10-K filed with the SEC on
March 8, 2021 and in our other filings with the SEC could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this shareholder letter. Any
such forward-looking statements represent management’s beliefs as
of the date of this press release. While we may elect to update
such forward-looking statements at some point in the future, we
disclaim any obligation to do so, even if subsequent events cause
our views to change.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed transaction between Lemonade and
Metromile, Lemonade and Metromile will file relevant materials with
the SEC, including a Lemonade registration statement on Form S-4
that will include a proxy statement of Metromile and will also
constitute a prospectus of Lemonade, and a definitive proxy
statement will be mailed to stockholders of Metromile. INVESTORS
AND SECURITY HOLDERS OF LEMONADE AND METROMILE ARE URGED TO READ
THE PROSPECTUS/PROXY STATEMENT THAT WILL BE INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4, AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROSPECTUS/PROXY
STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND
THE RISKS ASSOCIATED WITH THE PROPOSED TRANSACTION. Investors and
security holders will be able to obtain, without charge, a copy of
the registration statement, the prospectus/proxy statement and
other relevant documents filed with the SEC (when available) from
the SEC’s website at http://www.sec.gov. Copies of the documents
filed with the SEC by Lemonade will be available free of charge on
Lemonade’s internet website at https://investor.lemonade.com/ under
the tab “Financials” or by contacting Lemonade’s Investor Relations
Department at ir@lemonade.com. Copies
of the documents filed with the SEC by Metromile will be available
free of charge on Metromile’s internet website at
https://ir.metromile.com/ under the tab “Financial Information” and
under the subheading “SEC Filings” or by contacting Metromile’s
Investor Relations Department through
https://ir.metromile.com/investor-resources/contact-investor-relations.
Participants in the Solicitation
Lemonade, Metromile 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 SEC, be deemed participants in the
solicitation of the shareholders of Metromile in connection with
the proposed transaction, including a description of their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the prospectus/proxy statement when it is filed with
the SEC. Information regarding Lemonade’s directors and executive
officers is contained in Lemonade’s definitive proxy statement,
which was filed with the SEC on April 30, 2021, and Lemonade’s
Current Report on Form 8-K, filed with the SEC on July 26, 2021.
Information regarding Metromile’s directors and executive officers
is contained in Metromile’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 which is filed with the SEC,
and Metromile’s Current Report on Form 8-K, filed with the SEC on
April 22, 2021, August 3, 2021 and October 13, 2021. Security
holders and investors may obtain additional information regarding
the interests of such persons, which may be different than those of
Lemonade’s security holders generally, by reading the
prospectus/proxy statement and other relevant documents regarding
the transaction, which will be filed with the SEC. You may obtain
these documents (when they become available) free of charge through
the website maintained by the SEC at http://www.sec.gov and from
Investor Relations at Lemonade or Metromile as described above.
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 U.S.
Securities Act of 1933, as amended. In connection with the proposed
transaction, Lemonade will file a registration statement on Form
S-4 that will include a proxy statement of Metromile and will also
constitute a prospectus of Lemonade. INVESTORS AND SECURITY HOLDERS
OF LEMONADE AND METROMILE ARE URGED TO READ THE PROSPECTUS/PROXY
STATEMENT AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
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version on businesswire.com: https://www.businesswire.com/news/home/20211108006091/en/
Natalie Gerke Press@lemonade.com
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