This Amendment No. 3 (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.
This Amendment is being filed to amend and supplement Items 1 through 9, Item 11, and Item 12, as reflected
below.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in
the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Offer and withdrawal rights expired as scheduled at
one minute after 11:59 p.m., New York City time, on February 16, 2022. The Depositary has indicated that, as of the Expiration Date, a total of 140,812,345 Shares were validly tendered and not validly withdrawn pursuant to the Offer,
representing approximately 85.9% of the aggregate voting power of all issued and outstanding Shares as of the Expiration Date.
The number
of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfies the Minimum Tender Condition. As all conditions to the Offer have been satisfied or waived, Purchaser has irrevocably accepted for payment all such Shares validly
tendered into and not validly withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a
result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of Castlight pursuant to Section 251(h) of the DGCL. Accordingly, on
February 17, 2022, Purchaser expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Purchaser will merge with and into Castlight, with Castlight continuing as the surviving corporation in the Merger. As a
result of the Merger, each Share issued and outstanding that was not