SAN FRANCISCO and SEATTLE, Jan. 5,
2022 /PRNewswire/ -- Castlight Health, Inc. ("Castlight")
(NYSE: CSLT), a leading healthcare data and navigation company, and
Vera Whole Health, Inc. ("Vera"), a pioneer in advanced primary
care, today jointly announced an agreement under which the
companies will combine. The combined company will integrate
Castlight's market-leading technology with Vera's purpose-built
clinics, health care professionals and strategic partnerships with
local providers, with the potential to transform how patients
access and engage with care, how providers deliver care, and how
employers and other purchasers pay for care.
The transaction, which has been unanimously approved by
Castlight's Board of Directors, is valued at an equity value of
approximately $370 million and will
be structured as an all cash tender offer to acquire all
outstanding shares of Castlight. Under the terms of the agreement,
Vera will commence a tender offer to acquire all outstanding shares
of Castlight Class A common stock and Class B common stock for
$2.05 in cash per share, representing
a 25% premium to the closing price as of January 4th, 2022, and a 35% premium
to the 30-day volume weighted average share price. Clayton,
Dubilier & Rice ("CD&R") funds, Vera's majority equity
holder, have committed to invest up to $338
million to support the combination, and Anthem, Inc.
("Anthem"), a leading health company and long-time strategic
customer of Castlight, will make an investment in the combined
company.
"We believe the combined company has a unique opportunity to
deliver large scale innovation to the commercial customer segment
and accelerate the restructuring of the healthcare market to a
stronger focus on value," said Ron
Williams, Chairman of Vera and Operating Advisor to CD&R
funds.
"Integrating our navigation data and technology with Vera's high
quality primary care offering addresses the fundamental need for a
coordinated and personalized patient experience, while enabling
providers to improve outcomes and lower costs and employers to
participate in full risk sharing for the first time," said
Maeve O'Meara, Chief Executive
Officer of Castlight. "We are thrilled to work with Vera and
CD&R to open this new frontier of healthcare."
"Equipping our advanced primary care teams and our patients with
Castlight's industry leading digital navigation and engagement
capabilities enhances our ability to reduce total cost of care
while improving the social, mental and physical health of our
patients," said Ryan Schmid, Founder
and Chief Executive Officer of Vera. "Personalizing care plans and
engagement campaigns while providing our care teams and patients
with quality and cost data will greatly enhance the patient journey
and our ability to manage commercial populations."
"We believe this is a milestone for the healthcare system
because of the way it merges benefits and care navigation,
including digital touchpoints, into a patient's primary care
relationship," said Ravi Sachdev,
CD&R Partner, and member of Vera's Board of Directors. "We
believe a combination of these two innovative companies will
transform care in local markets across the country."
Bryony Winn, President of Anthem Health Solutions added, "We are
excited at the potential of this unique combination to deliver a
differentiated primary care experience by bringing a value-based
care model to the commercial healthcare market."
Anthem joins Morgan Health, the JP Morgan Chase & Co
business focused on the transformation of employee healthcare, and
Central Ohio Primary Care, the largest independent physician owned
primary care group in the country, as key strategic partners in the
combined company. CD&R's initial investment in Vera was made in
early 2021 and followed a series of investments in companies
focusing on value-based care, including agilon health, Millennium
Physician Group, and naviHealth.
The transaction is subject to regulatory approval, the tender of
a majority of Castlight's outstanding shares of common stock, and
other customary closing conditions. Upon completion of the
transaction, Castlight will become a privately held company and
shares of Castlight's Class B common stock will no longer be listed
on any public market. The parties anticipate that the combination
will be completed in the first quarter of 2022.
William Blair is serving as
exclusive financial advisor to Castlight, and Fenwick & West
LLP is serving as legal advisor. Kirkland & Ellis LLP is
serving as legal advisor to Vera.
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 Vera Whole Health
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 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.
Cautionary Notice Regarding 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.
Additional Information and Where to Find It
The tender offer for the outstanding shares of common stock of
Castlight has not yet 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. At the time the tender offer is
commenced, Vera will file a tender offer statement on Schedule TO
with the SEC, and thereafter 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) WILL 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.
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SOURCE Castlight Health, Inc. and Vera Whole Health, Inc.