Maplebear, the parent company of Instacart, has agreed to be acquired by DoorDash in a cash-and-stock deal. If completed, Maplebear will become a wholly owned DoorDash subsidiary. Maplebear’s board unanimously approved the agreement and recommended that shareholders approve it.
Shareholders can choose among cash, DoorDash shares or a combination, but stock elections may be prorated if too many holders choose stock. Shares for which no valid election is made will receive cash.
Key details
- Consideration per Maplebear share: Shareholders may elect to receive $65 in cash, 0.3372 shares of DoorDash Class A common stock, or a mix of $48.75 in cash and 0.08430 DoorDash shares. The stock portion’s value will depend on DoorDash’s share price.
- No election means cash: Shares without a valid election by the deadline will receive $65 in cash. Holders may change or revoke an election before the deadline.
- Stock elections are subject to proration: The agreement caps the total stock consideration. If stock elections exceed that limit, only a pro rata portion of shares covered by those elections will receive the stock consideration; the rest will receive cash. The agreement sets the cap by reference to the stock amount that would be issued if all shares received the mixed consideration.
- Possible alternative share class: DoorDash may choose to issue Class C shares instead of Class A shares for the stock portion. That option is subject to conditions, including listing the Class C shares on Nasdaq and DoorDash issuing a dividend of at least 0.5 Class C shares for each outstanding Class A and Class B share. If the Class C share price is below the Class A price, the exchange ratios would be adjusted under the agreement to preserve equivalent value.
- Election timing: Shareholders will receive election forms ahead of the deadline, which is set for three business days before the parties’ estimated closing date. The deadline would move if closing is delayed. DoorDash must decide whether to use Class C shares by the earlier of March 31, 2027, or three months before closing.
- Closing conditions: The transaction requires Maplebear shareholder approval, antitrust and competition clearances in the United States, Canada and Israel, an effective registration statement for the DoorDash shares, and Nasdaq listing authorization for any shares issued, among other conditions.
- Options: Vested Maplebear options that are “in the money”—with an exercise price below $65—will be canceled in exchange for a cash payment based on the difference between $65 and the exercise price, multiplied by the shares covered. The available deal terms also refer to vesting that occurs automatically as a result of the merger; they do not provide the full treatment of other awards in the text provided.
What changes for shareholders
The agreement gives Maplebear shareholders a choice of fixed cash, DoorDash stock or a combination, but the stock option is not guaranteed for every share covered by an election because of the proration cap. If the acquisition closes, Maplebear will no longer be an independent company and will sit under DoorDash’s ownership.