CASTLIGHT HEALTH, INC. Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On
Pursuant to the Merger Agreement, upon the terms and subject to the conditions
set forth therein, Parent will cause Merger Sub to commence a cash tender offer
(the "Offer") to purchase all of the shares of the Company's Class A Common
Stock, par value
The Merger Agreement further provides that upon the terms and subject to the conditions set forth therein, promptly (and in any event no later than two business days) following consummation of the Offer, Merger Sub will merge with and into the Company, with the separate existence of Merger Sub ceasing and the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). Following completion of the Offer, the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the "DGCL"), with no stockholder vote required to consummate the Merger.
At the effective time of the Merger (the "Effective Time"), each outstanding Share (other than Shares owned directly or indirectly by Parent or Merger Sub, Shares held by the Company as treasury stock immediately prior to the Effective Time, and Shares owned by a holder who has properly demanded appraisal) will automatically be converted into the right to receive an amount equal to the Offer Price, net to the seller in cash, without interest and subject to any required withholding taxes.
The Offer is subject to customary conditions, including, among others: (i) that, prior to the Expiration Time, there having been validly tendered in the Offer and not validly withdrawn that number of Shares which, together with the number of Shares then owned by Merger Sub or its affiliates (if any), will have, immediately after giving effect to the acceptance of payment for Shares in the Offer, equaled at least one vote more than 50% of the aggregate voting power of all issued and outstanding Shares; (ii) the accuracy of the Company's representations and warranties contained in the Merger Agreement to the standards applicable to such representations and warranties as set forth in the Merger Agreement; (iii) the Company's performance of its covenants, obligations and conditions under the Merger Agreement in all material respects prior to the Expiration Time; (iv) since the date of the Merger Agreement, the absence of a Company Material Adverse Effect that is continuing; (v) any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Offer, the Merger and the other transactions contemplated by the Merger Agreement (the "Transactions") having expired or been terminated ("HSR Clearance"); and (vi) the absence of (1) any injunction, order or other judgment by any court of competent jurisdiction or action by any Governmental Authority of competent jurisdiction or other restraint preventing the consummation of the Offer or the Merger, or (2) any statute, rule or regulation enacted or enforced, that would prohibit, make illegal or enjoin the consummation of the Offer or the Merger. The consummation of the Offer and Merger is not subject to a financing condition.
The Merger is subject to the following customary closing conditions: (i) HSR Clearance and the passage of any date before which Parent, Merger Sub or the Company have committed in writing to any Governmental Authority not to close the Transactions; (ii) the absence of any injunction, order or other judgment by any court of competent jurisdiction or action by any Governmental Authority of competent jurisdiction or other restraint preventing the consummation of the Merger or any statute, rule or regulation enacted or enforced, that would prohibit, make illegal or enjoin the consummation of the Merger; and (iii) Merger Sub having irrevocably accepted for payment all Shares validly tendered and not validly withdrawn in the Offer.
The Merger Agreement contains representations, warranties and covenants of the
parties customary for a transaction of this type, including, among other things,
a covenant of the Company not to solicit alternative transactions or to provide
information or enter into discussions in connection with alternative
transactions, subject to certain exceptions with respect to certain unsolicited
proposals to allow the Company's board of directors to exercise its fiduciary
duties under applicable laws. If the Merger is consummated, the Class
Parent has obtained an equity financing commitment from CD&R funds for the Transactions, the proceeds of which will be used by Parent to pay the Merger Consideration and all related fees and expenses required to be paid at the closing of the Merger pursuant to, and in accordance with, the Merger Agreement.
The Merger Agreement contains certain customary termination rights for the
Company and Parent, and provides that, upon termination of the Merger Agreement
by the Company or Parent under specified conditions, the Company will be
required to pay Parent a termination fee of
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The Company's board of directors has unanimously (i) determined the Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Transactions upon the terms and subject to the conditions set forth therein, (iii) resolved that the Merger Agreement and the Transactions shall be governed by and effected under Section 251(h) and other relevant provisions of the DGCL and (iv) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the Offer on the terms and subject to the conditions set forth in the Merger Agreement.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders
with information regarding its terms and is not intended to provide any
financial or other factual information about the Company, Parent or Merger Sub.
In particular, the representations, warranties and covenants contained in the
Merger Agreement (i) were made only for purposes of that agreement and as of
specific dates, (ii) were made solely for the benefit of the parties to the
Merger Agreement, (iii) may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Merger
Agreement rather than establishing those matters as facts and (iv) may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and security holders. Moreover,
information concerning the subject matter of the representations, warranties and
covenants may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in public disclosures by the
Company. Accordingly, the Merger Agreement should not be read alone, but should
instead be read in conjunction with the other information regarding the Company
that has been, is or will be contained in, or incorporated by reference into,
the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements and other documents that
the Company files with the
Tender and Support Agreements
On
The form of Tender and Support Agreement has been included as an exhibit to this
Current Report on Form 8-K in order to provide information regarding their
terms. They are not intended to modify or supplement any factual disclosures
about the applicable Supporting Stockholder or the Company, Parent or Merger Sub
in any public reports filed with the
The foregoing descriptions of each of the Tender and Support Agreements do not purport to be complete and are qualified in their entirety by reference to the . . .
Item 8.01 Other Events.
On
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
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
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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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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger by and amongVera Whole Health, Inc. ,Carbon Merger Sub, Inc. , andCastlight Health, Inc., Inc. , datedJanuary 4, 2022 .* 10.1 Form of Tender and Support Agreement, dated as ofJanuary 4, 2022 , by and amongVera Whole Health, Inc. ,Carbon Merger Sub, Inc. , and the stockholders party thereto. 99.1 Joint Press Release, datedJanuary 5, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
request.
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