Vera Whole Health Inc. entered into an Agreement and Plan of Merger to acquire Castlight Health, Inc. (NYSE:CSLT) from Maverick Capital Ltd., VR Adviser, LLC and others for approximately $370 million on January 4, 2022. Under the agreement, Vera Whole Health will commence an all-cash tender offer to purchase all of the shares of Castlight Health's Class A and Class B common stock at a price of $2.05 per share, net to the seller in cash, without interest. The transaction is valued at an equity value of approximately $370 million. At the effective time of the merger, each outstanding share (other than shares owned directly or indirectly by Vera Whole Health, Shares held by Castlight 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 of $2.05 per share, net to the seller in cash, without interest and subject to any required withholding taxes. Under the agreement, Castlight Health and Vera Whole Health will combine. 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. Vera Whole Health has obtained an equity financing commitment from Clayton, Dubilier & Rice (“CD&R”) funds for the transaction, which have committed to invest up to $338 million to support the combination and Anthem, Inc. will make an investment in the combined company. The merger agreement contains certain customary termination rights for Castlight and Vera Whole Health, and provides that, upon termination of the agreement by Castlight or Vera Whole Health under specified conditions, Castlight will be required to pay Vera Whole Health a termination fee of $13.4 million. The former Aetna Chairman and Chief Executive Officer, Ron Williams will be Chairman of combined company.

The offer is subject to customary conditions, including, among others, the tender of a majority of Castlight's outstanding shares of common stock; regulatory approval; the accuracy of Castlight'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; Castlight's performance of its covenants, obligations and conditions under the agreement in all material respects prior to the expiration time; since the date of the agreement, the absence of Castlight material adverse effect that is continuing; any waiting period under the Hart-ScottRodino Antitrust Improvements Act of 1976, as amended, applicable to the offer, the merger and the other transactions contemplated by the agreement having expired or been terminated; Vera Whole Health shall have accepted for payment all shares of Castlight Class A and Class B common stock validly tendered and not validly withdrawn pursuant to the offer; and 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 offer or the merger, or 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. Castlight's Board of Directors has unanimously approved the agreement and resolved to recommend that the stockholders of Castlight accept the offer and tender their shares. Maverick Capital Ltd. and Venrock, which beneficially own approximately 18.1% of the outstanding Castlight shares, entered into a tender and support agreement.

The offer shall initially be scheduled to expire at one minute after 11:59 p.m., New York City time, on the date that is twenty business days following the offer commencement date. The parties anticipate that the combination will be completed in the first quarter of 2022. As of January 19, 2022, The tender offer will expire one minute after 11:59 P.M., New York City time on February 16, 2022. On February 3, 2022, the waiting period applicable to the Offer under the HSR Act expired. Richard J. Campbell, Kevin W. Mausert, David Klein and Tobias Schad of Kirkland & Ellis LLP acted as legal advisors to Vera Whole Health and Clayton, Dubilier & Rice, LLC. David K. Michaels, Matthew Rossiter, Kee Bong Kim, Shawn Lampron, Jane Piehler, Laura McIntyre, Jonathan Millard, Tom Ensign, Will Skinner, Ana Razmazma, and Robert Freedman of Fenwick & West LLP acted as legal advisors to Castlight. William Blair & Company, L.L.C. is serving as exclusive financial advisor to Castlight. Dan Dufner and Michael Deyong of White & Case LLP acted as legal advisor to Anthem. Pursuant to a letter agreement dated February 16, 2021, a fairness opinion fee of $1,250,000 became payable to William Blair upon delivery of its fairness opinion. A fee of approximately $5,938,000, less the $1,250,000 fairness opinion fee previously paid to William Blair, will become payable to William Blair upon the consummation of the Merger. American Stock Transfer & Trust Company, LLC is acting as transfer agent in the tender offer.

Vera Whole Health Inc. completed the acquisition of Castlight Health, Inc. (NYSE:CSLT) from Maverick Capital Ltd., VR Adviser, LLC and others on February 16, 2022. As of the final expiration of the tender offer, 140,812,345 Shares had been validly tendered and not validly withdrawn from the tender offer, representing approximately 85.9% of the aggregate voting power of the Shares. As of such expiration, all conditions to the tender offer have been satisfied or waived. Purchaser has accepted for payment, and expects to promptly pay for, all such Shares validly tendered and not validly withdrawn in accordance with the terms of the tender offer. As a result of its acceptance of the Shares tendered in the tender offer, Purchaser has acquired a sufficient number of Shares to close the merger of Purchaser with and into Castlight without the affirmative vote of Castlight's stockholders. In connection with the merger, the remaining outstanding Shares will be converted into the right to receive $2.05 per Share in cash, without interest and subject to any required tax withholdings (which is the same amount per Share paid in the tender offer).