SAN FRANCISCO and SEATTLE, Jan. 5, 2022 /PRNewswire/ — Castlight Wellbeing, Inc. (“Castlight”) (NYSE: CSLT), a main health care details and navigation firm, and Vera Total Health, Inc. (“Vera”), a pioneer in innovative main care, these days jointly announced an settlement underneath which the organizations will incorporate. The mixed company will integrate Castlight’s current market-primary know-how with Vera’s reason-constructed clinics, overall health care experts and strategic partnerships with local companies, with the prospective to transform how patients entry and interact with care, how vendors produce care, and how employers and other purchasers shell out for care.
The transaction, which has been unanimously authorised by Castlight’s Board of Directors, is valued at an equity benefit of close to $370 million and will be structured as an all cash tender present to acquire all outstanding shares of Castlight. Underneath the terms of the agreement, Vera will commence a tender supply to purchase all outstanding shares of Castlight Course A widespread inventory and Course B widespread inventory for $2.05 in cash for each share, symbolizing a 25% top quality to the closing cost as of January 4th, 2022, and a 35% premium to the 30-working day quantity weighted typical share value. Clayton, Dubilier & Rice (“CD&R”) money, Vera’s vast majority fairness holder, have fully commited to devote up to $338 million to help the mixture, and Anthem, Inc. (“Anthem”), a foremost health and fitness enterprise and long-time strategic client of Castlight, will make an expenditure in the blended organization.
“We imagine the merged organization has a exclusive opportunity to produce large scale innovation to the industrial buyer phase and speed up the restructuring of the healthcare marketplace to a much better aim on value,” claimed Ron Williams, Chairman of Vera and Running Advisor to CD&R funds.
“Integrating our navigation knowledge and technological know-how with Vera’s high excellent most important treatment featuring addresses the basic need for a coordinated and personalized patient experience, although enabling companies to boost results and lower costs and employers to take part in entire danger sharing for the 1st time,” said Maeve O’Meara, Main Government Officer of Castlight. “We are thrilled to get the job done with Vera and CD&R to open up this new frontier of healthcare.”
“Equipping our innovative main care groups and our individuals with Castlight’s sector main digital navigation and engagement capabilities improves our means to minimize whole price tag of treatment whilst improving upon the social, psychological and actual physical wellness of our people,” claimed Ryan Schmid, Founder and Chief Government Officer of Vera. “Personalizing care options and engagement campaigns when delivering our treatment teams and sufferers with high-quality and price tag details will considerably improve the affected person journey and our means to take care of professional populations.”
“We think this is a milestone for the healthcare method mainly because of the way it merges rewards and treatment navigation, including digital touchpoints, into a patient’s primary treatment romantic relationship,” explained Ravi Sachdev, CD&R Spouse, and member of Vera’s Board of Administrators. “We believe a mixture of these two impressive firms will change care in nearby marketplaces throughout the nation.”
Bryony Winn, President of Anthem Overall health Answers added, “We are psyched at the potential of this exceptional mix to provide a differentiated key care working experience by bringing a benefit-centered treatment product to the business healthcare market place.”
Anthem joins Morgan Well being, the JP Morgan Chase & Co small business targeted on the transformation of employee health care, and Central Ohio Principal Treatment, the most significant unbiased medical professional owned key treatment team in the region, as critical strategic associates in the put together company. CD&R’s preliminary investment in Vera was created in early 2021 and followed a sequence of investments in companies focusing on worth-primarily based care, such as agilon health, Millennium Health practitioner Team, and naviHealth.
The transaction is subject to regulatory approval, the tender of a vast majority of Castlight’s exceptional shares of prevalent stock, and other customary closing circumstances. Upon completion of the transaction, Castlight will turn into a privately held corporation and shares of Castlight’s Course B common inventory will no for a longer period be mentioned on any community sector. The parties foresee that the mix will be done in the first quarter of 2022.
William Blair is serving as exceptional monetary advisor to Castlight, and Fenwick & West LLP is serving as lawful advisor. Kirkland & Ellis LLP is serving as legal advisor to Vera.
About Castlight Health and fitness
Castlight is on a mission to make it as easy as humanly achievable for folks to navigate the healthcare procedure and dwell happier, more healthy, far more effective lives. As a chief in health care navigation, we provide a planet-class digital system with a crew of scientific and added benefits experts to assistance members easily hook up and interact with the proper systems and treatment, at the appropriate time. Castlight associates with Fortune 500 providers and wellness plans to transform personnel and member positive aspects into one detailed health and wellbeing experience to deliver much better health and fitness results and increase returns on healthcare investments.
About Vera Complete Wellbeing
Vera Entire Health and fitness is primary the important change to value-based mostly care across the United States. Vera is the only care design with the functionality to provide whole method health to a various client populace from a one treatment centre. The Vera model is uniquely intended to support people today realize optimum social, psychological, and actual physical nicely-becoming – an final result that is neither possible nor very affordable in just the current sick-care procedure.
About Clayton, Dubilier & Rice
Clayton, Dubilier & Rice is a personal expenditure firm with a technique predicated on building more robust, a lot more profitable businesses. The Firm’s core industries for financial commitment are health care, consumer/retail, technological innovation/business enterprise products and services, and industrials. Considering that inception, CD&R has managed the expenditure of extra than $40 billion in around 100 businesses with an mixture transaction price of more than $175 billion. The Company has offices in New York and London.
Cautionary See With regards to Ahead-On the lookout Statements
This doc is made up of “ahead-on the lookout statements” relating to the acquisition of Castlight by Vera. In some conditions, forward-wanting statements might be recognized by terminology this sort of as “think,” “may possibly,” “will,” “really should”, “forecast”, “purpose”, “strategy”, “probably,” “estimate,” “keep on,” “anticipate,” “intend,” “could,” “would,” “project,” “strategy,” “be expecting,” “request” and equivalent expressions and versions thereof. These text are supposed to establish ahead-searching statements. Vera and Castlight have based mostly these forward-on the lookout statements on present-day expectations and projections about foreseeable future events and developments that they consider could influence the financial issue, outcomes of functions, business system, short-term and extensive-expression enterprise functions and objectives and economic requires of Vera and Castlight. Forward-searching statements are issue to important regarded and unknown challenges and uncertainties that could bring about actual outcomes, effectiveness or achievements in long term durations to vary materially from all those assumed, projected or contemplated in the forward-on the lookout statements, such as, but not constrained to, the next aspects: the potential of Vera and Castlight to entire the transactions contemplated by the Settlement and Program of Merger in the anticipated timeframe or at all, like the parties’ skill to satisfy the ailments to the consummation of the supply contemplated therefore and the other disorders set forth in the Settlement and Prepare of Merger, the opportunity outcomes of the acquisition on Castlight, the participation of third functions in the consummation of the transaction and the mixed business, the possibility that stockholder litigation in link with the transaction could result in significant expenses of protection, indemnification and liability uncertainties as to how many of the Firm’s stockholders will tender their shares in the supply the risk that competing features or acquisition proposals will be manufactured and other threats and uncertainties, like these set forth in the “Chance Factors” and “Management’s Dialogue and Analysis of Financial Situation and Benefits of Operations” sections of Castlight’s Annual Report on Kind 10-K for the yr finished 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 Trade Commission (the “SEC”) and available on the SEC’s website at www.sec.gov. The facts contained in this document is offered only as of the date hereof, and no bash undertakes any obligation to revise or update any forward-looking statements to mirror events or conditions following the day hereof, other than as essential by regulation.
Supplemental Data and Where to Locate It
The tender provide for the remarkable shares of frequent stock of Castlight has not yet commenced. This conversation is for informational uses only and is neither an give to obtain nor a solicitation of an offer to promote shares of Castlight widespread inventory, nor is it a substitute for the tender supply components that Vera and its acquisition subsidiary will file with the SEC upon commencement of the tender supply. At the time the tender provide is commenced, Vera will file a tender provide assertion on Program TO with the SEC, and thereafter Castlight will file a solicitation/suggestion assertion on Schedule 14D-9 with respect to the provide.
THE TENDER Offer you Statement (Which includes AN Offer you TO Order, A Relevant LETTER OF TRANSMITTAL AND OTHER Present Files) AND THE SOLICITATION/Recommendation Assertion (AS Each May BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) WILL Have Significant Details THAT Should really BE Read through Meticulously AND Deemed BY CASTLIGHT’S STOCKHOLDERS Before ANY Decision IS Produced WITH Regard TO THE TENDER Present.
Both of those the tender give statement and the solicitation/recommendation statement will be mailed to Castlight’s stockholders totally free of charge. A absolutely free duplicate of the tender offer you statement and the solicitation/recommendation statement will also be made accessible to all stockholders of Castlight by calling trader relations at [email protected]. In addition, the tender offer statement, the related letter of transmittal and particular other tender offer you files and the solicitation/recommendation statement (and all other documents filed with the SEC) will be accessible for free at www.sec.gov, upon submitting with the SEC. In addition to these files Castlight data files yearly, quarterly and latest experiences and other details with the SEC, which are also accessible for free at www.sec.gov. In addition, the solicitation/advice assertion and the other paperwork filed by Castlight with the SEC will be readily available for totally free at ir.castlighthealth.com.
CASTLIGHT’S STOCKHOLDERS ARE Suggested TO Examine THE Program TO AND THE Timetable 14D-9 Thoroughly, AS Every May well BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER Related Documents Filed WITH THE SEC WHEN THEY Turn out to be Available Just before THEY MAKE ANY Choice WITH Regard TO THE TENDER Offer, Mainly because THEY WILL Include Critical Information ABOUT THE PROPOSED TRANSACTION AND THE Events THERETO, AS Properly AS Vital Facts THAT HOLDERS OF SHARES OF CASTLIGHT Widespread Inventory Should really Think about In advance of Creating ANY Selection Regarding TENDERING THEIR SHARES.
Source Castlight Health and fitness, Inc. and Vera Whole Health, Inc.