NEW YORK, Jan. 19, 2022 /PRNewswire/ -- Vera Whole
Health, Inc. ("Parent", and together with its consolidated
subsidiaries "Vera") announced today that its affiliate, Carbon
Merger Sub, Inc., ("Purchaser"), commenced the previously announced
cash tender offer for all of the issued and outstanding shares of
Class A Common Stock and Class B Common Stock (collectively,
"Shares") of Castlight Health, Inc. (NYSE: CLST) ("Castlight") at a
price of $2.05 per share, net to the
seller, in cash, without interest and less applicable withholding
taxes. The tender offer is being made pursuant to the merger
agreement (the "Merger Agreement") executed on January 4, 2022 and announced by Vera and
Castlight on January 5, 2022. Funds
advised by Clayton, Dubilier & Rice, LLC are the majority
equity holders of Purchaser and its parent company, Vera.
The $2.05 per share all-cash
tender offer represents a premium of approximately 35% to the
30-day volume-weighted average price, as well as a premium of
approximately 25% over Castlight's closing share price on
January 4, 2022, the last trading day
prior to announcement of the transaction with Castlight, and is
being made pursuant to an Offer to Purchase, dated January 19, 2022.
A tender offer statement on Schedule TO that includes the Offer
to Purchase and related Letter of Transmittal setting forth the
terms and conditions of the tender offer has been filed today with
the U.S. Securities and Exchange Commission (the "SEC") by
Purchaser. Additionally, Castlight is filing a
solicitation/recommendation statement on Schedule 14D-9 that will
include the recommendation of Castlight's board of directors that
Castlight's stockholders tender their shares in the tender
offer.
The tender offer will expire one minute after 11:59 P.M., New York
City time on February 16,
2022, unless the tender offer is extended in accordance with
the terms of the Merger Agreement and the applicable rules and
regulations of the SEC. The completion of the tender offer is
conditioned upon, among other things, (i) a minimum number of
Shares validly tendered and not validly withdrawn in the tender
offer (excluding Shares tendered pursuant to guaranteed delivery
procedures that have not yet been delivered in satisfaction of such
guarantee in accordance with Section 251(h) of the DGCL) such
that, together with the number of Shares then owned by Purchaser or
its affiliates (if any), Purchaser will have, immediately after
giving effect to the acceptance of payment for Shares in the tender
offer, at least one vote more than 50% of the aggregate voting
power of all issued and outstanding Shares, (ii) expiration or
termination of any waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 and (iii) other customary closing
conditions.
Following the completion of the tender offer, and subject to the
satisfaction or waiver of the remaining conditions set forth in the
Merger Agreement, the Purchaser will, as soon as practicable, merge
with and into Castlight, with Castlight continuing as the surviving
corporation and as a wholly owned subsidiary of Parent, under
Section 251(h) of the Delaware General Corporation Law, without
prior notice to, or any action by, any other stockholder of
Castlight. Upon completion of the transaction, Castlight will cease
to be a publicly traded company.
D.F. King & Co., Inc. is acting as information agent
for Castlight in the tender offer. American Stock Transfer &
Trust Company, LLC is acting as depositary and paying agent in the
tender offer. Requests for documents and questions regarding the
tender offer may be directed to D.F. King by telephone at (800)
591-8263.
About Vera
Vera Whole Health is leading the critical shift to value-based
care across the United States.
Vera is the only care model with the capability to deliver whole
system health to a diverse patient population from a single care
center. The Vera model is uniquely designed to help people achieve
optimum social, psychological, and physical well-being – an outcome
that's neither probable nor affordable within the current sick-care
system.
About Castlight Health
Castlight is on a mission to make it as easy as humanly possible
for people to navigate the healthcare system and live happier,
healthier, more productive lives. As a leader in healthcare
navigation, we provide a world-class digital platform with a team
of clinical and benefits experts to help members easily connect and
engage with the right programs and care, at the right time.
Castlight partners with Fortune 500 companies and health plans to
transform employee and member benefits into one comprehensive
health and wellbeing experience to deliver better health outcomes
and maximize returns on healthcare investments.
About Clayton, Dubilier & Rice
Clayton, Dubilier & Rice is a private investment firm with a
strategy predicated on building stronger, more profitable
businesses. The Firm's core industries for investment are
healthcare, consumer/retail, technology/business services, and
industrials. Since inception, CD&R has managed the investment
of more than $40 billion in over 100
companies with an aggregate transaction value of more than
$175 billion. The Firm has offices in
New York and London.
Forward-Looking Statements
This document contains "forward-looking statements" relating
to the acquisition of Castlight by Vera. In some cases,
forward-looking statements may be identified by terminology such as
"believe," "may," "will," "should", "predict", "goal", "strategy",
"potentially," "estimate," "continue," "anticipate," "intend,"
"could," "would," "project," "plan," "expect," "seek" and similar
expressions and variations thereof. These words are intended to
identify forward-looking statements. Vera and Castlight have based
these forward-looking statements on current expectations and
projections about future events and trends that they believe may
affect the financial condition, results of operations, business
strategy, short-term and long-term business operations and
objectives and financial needs of Vera and Castlight.
Forward-looking statements are subject to significant known and
unknown risks and uncertainties that may cause actual results,
performance or achievements in future periods to differ materially
from those assumed, projected or contemplated in the
forward-looking statements, including, but not limited to, the
following factors: the ability of Vera and Castlight to complete
the transactions contemplated by the Agreement and Plan of Merger
in the anticipated timeframe or at all, including the parties'
ability to satisfy the conditions to the consummation of the offer
contemplated thereby and the other conditions set forth in the
Agreement and Plan of Merger, the potential effects of the
acquisition on Castlight, the participation of third parties in the
consummation of the transaction and the combined company, the risk
that stockholder litigation in connection with the transaction may
result in significant costs of defense, indemnification and
liability; uncertainties as to how many of the Company's
stockholders will tender their shares in the offer; the risk that
competing offers or acquisition proposals will be made; and other
risks and uncertainties, including those set forth in the "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of Castlight's Annual
Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form
10-Q for the quarter ended September 30,
2021, which are on file with the Securities and Exchange
Commission (the "SEC") and available on the SEC's website at
www.sec.gov. The information contained in this document is provided
only as of the date hereof, and no party undertakes any obligation
to revise or update any forward-looking statements to reflect
events or circumstances after the date hereof, except as required
by law.
Important additional information will be filed with the
SEC
The tender offer for the outstanding shares of common stock
of Castlight has commenced. This communication is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of Castlight common stock,
nor is it a substitute for the tender offer materials that Vera and
its acquisition subsidiary will file with the SEC upon commencement
of the tender offer. Vera has filed a tender offer statement on
Schedule TO with the SEC, and Castlight will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer.
THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT (AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) CONTAIN IMPORTANT INFORMATION THAT
SHOULD BE READ CAREFULLY AND CONSIDERED BY CASTLIGHT'S STOCKHOLDERS
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER.
Both the tender offer statement and the
solicitation/recommendation statement will be mailed to Castlight's
stockholders free of charge. A free copy of the tender offer
statement and the solicitation/recommendation statement will also
be made available to all stockholders of Castlight by contacting
investor relations at IR@castlighthealth.com. In addition, the
tender offer statement, the related letter of transmittal and
certain other tender offer documents and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available for free at www.sec.gov, upon
filing with the SEC. In addition to these documents Castlight files
annual, quarterly and current reports and other information with
the SEC, which are also available for free at www.sec.gov. In
addition, the solicitation/recommendation statement and the other
documents filed by Castlight with the SEC will be available for
free at ir.castlighthealth.com.
CASTLIGHT'S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO
AND THE SCHEDULE 14D-9 CAREFULLY, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES THERETO, AS WELL AS IMPORTANT INFORMATION THAT HOLDERS
OF SHARES OF CASTLIGHT COMMON STOCK SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR SHARES.
Castlight stockholders will be able to obtain the tender
offer statement on Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) and the
related solicitation/recommendation statement on Schedule 14D-9 at
no charge on the SEC's website at www.sec.gov. In addition, the
tender offer statement on Schedule TO (including the Offer to
Purchase, a related Letter of Transmittal and other offer
materials) and the related solicitation/recommendation statement on
Schedule 14D-9 may be obtained free of charge from D.F. King &
Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Telephone Number
(800) 591-8263.
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SOURCE Vera Whole Health