Benzinga | Jan 19, 2022 02:39PM EST

Vera Whole Health Highlights Commencement Of Tender Offer For All Outstanding Shares Of Castlight Health At $2.05/Share In Cash

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tender offer is conditioned upon, among other things, (i) a minimum number of Shares validly tendered and not validly withdrawn in the tender offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee in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.