This Amendment No. 1 (this Amendment) amends and supplements the Tender Offer Statement on
Schedule TO (as amended and together with any amendments and supplements thereto, the Schedule TO) filed with the Securities and Exchange Commission on January 19, 2022 by (i) Vera Whole Health, Inc., a Delaware corporation
(Parent), (ii) Carbon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), (iii) Truth Holdings Midco, Inc., (iv) Truth Holdings Topco, Inc., (v) Truth Holdings, L.P., (vi) Truth
Holdings GP, LLC and (vii) Clayton, Dubilier & Rice Fund XI, L.P. Purchaser is a wholly owned subsidiary of Parent and Parent is controlled by certain investment funds advised by Clayton, Dubilier & Rice, LLC
(CD&R). The Schedule TO relates to the tender offer for all of the issued and outstanding shares of Class A common stock, par value $0.0001 per share, (which we refer to as Class A Shares) and shares of the
Class B common stock, par value $0.0001 per share, (which we refer to as Class B Shares, together with Class A Shares, the Shares) of Castlight Health, Inc., a Delaware corporation (Castlight), at a
price of $2.05 per Share, net to the seller in cash, without interest and subject to any required withholding taxes (the Offer Price), upon the terms and conditions set forth in the offer to purchase, dated January 19, 2022
(together with any amendments or supplements thereto, the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (together with any amendments or supplements thereto, the
Letter of Transmittal and, together with the Offer to Purchase, the Offer), a copy of which is attached as Exhibit (a)(1)(B).
All
the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in the Schedule TO, and is supplemented by the information specifically provided in the Schedule TO. This Amendment
should be read together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such
terms in the Offer to Purchase.
This Amendment is being filed to amend and supplement Item 11 as reflected below.
Item 11. Additional Information.
Item 11 of the
Schedule TO (and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase) and the disclosures under Section 15 Certain Conditions of the
Offer and Section 16 Certain Legal Matters; Regulatory Approvals of the Offer to Purchase are hereby amended and supplemented as follows:
The following sentence is hereby inserted at the end of Section 15 Certain Conditions of the Offer of the Offer to Purchase:
The Required Approvals Condition has been satisfied by the expiration of the required HSR Act waiting period as of February 3, 2022 at 11:59 pm, New York
City Time.