Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 1 of 13
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`
`
`RICHARD LAWRENCE,
`
`
`Plaintiff,
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`
`
` v.
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`CASTLIGHT HEALTH, INC., MAEVE
`O’MEARA, BRYAN ROBERTS, DAVID B.
`SINGER, DAVID EBERSMAN, SETH
`COHEN, ED PARK, MICHAEL
`EBERHARD, KENNY VAN ZANT, and
`JUDITH K. VERHAVE,
`
`
`
`
`
`
`Defendants,
`
`
`
`
`Civil Action No. ___________
`
`
`COMPLAINT FOR VIOLATIONS
`OF THE SECURITIES EXCHANGE
`ACT OF 1934
`
`
`
`
`JURY TRIAL DEMAND
`
`Plaintiff Richard Lawrence (“Plaintiff”) alleges the following upon information and belief,
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`including investigation of counsel and review of publicly available information, except as to those
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`allegations pertaining to Plaintiff, which are alleged upon personal knowledge:
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`NATURE OF THE ACTION
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`1.
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`Plaintiff brings this action against Castlight Health, Inc. (“Castlight” or the
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`“Company”) and Castlight’s Board of Directors (the “Board” or the “Individual Defendants”) for
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`their violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934,
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`15.U.S.C. §§ 78n(a), 78n(d)(4), 78n(e), 78t(a), and SEC Rule 14d-9, 17 C.F.R. § 240.14d-9, arising
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`out of the Board’s attempt to sell the Company to Vera Whole Health, Inc. through its wholly-
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`owned subsidiary Carbon Merger Sub, Inc. (collectively “Vera”).
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`2.
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`Defendants have violated the above-referenced Sections of the Exchange Act by
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`causing a materially incomplete and misleading solicitation statement (the “14D-9”) to be filed
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`with the Securities and Exchange Commission (“SEC”) on January 19, 2022. The 14D-9
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`recommends that Castlight stockholders tender their shares in favor of a proposed transaction (the
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 2 of 13
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`“Proposed Transaction”) whereby Castlight is acquired by Vera. The Proposed Transaction was
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`first disclosed on January 5, 2022, when Castlight and Vera announced that they had entered into
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`a definitive merger agreement (the “Merger Agreement”) pursuant to which Vera will acquire all
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`of the outstanding shares of common stock of Castlight for $2.05 per share (the “Merger
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`Consideration”). The deal is valued at approximately $370 million and is expected to close in the
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`first quarter of 2022.
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`3.
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`The 14D-9 is materially incomplete and contains misleading representations and
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`information in violation of Sections 14(e) and 20(a) of the Exchange Act. Specifically, the 14D-9
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`contains materially incomplete and misleading information concerning the sales process,
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`specifically, the Company’s negotiations and agreements entered into with Anthem, Inc.
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`(“Anthem”), financial projections prepared by Castlight management, and potential conflicts of
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`interest concerning Company insiders and William Blair & Company, L.L.C. (“William Blair”),
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`Castlight’s financial advisor.
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`4.
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`For these reasons, and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction, including filing any
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`amendment to the 14D-9, unless and until the material information discussed below is included in
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`any such amendment or otherwise disseminated to Castlight’s stockholders. In the event the
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`Proposed Transaction is consummated without the material omissions referenced below being
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`remedied, Plaintiff seeks to recover damages resulting from the Defendants’ violations.
`PARTIES
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`5.
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`Plaintiff is, and has been at all relevant times, the owner of shares of common stock
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`of Castlight.
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`6.
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`Defendant Castlight is a corporation organized and existing under the laws of the
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 3 of 13
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`State of Delaware. The Company’s principal executive offices are located at 150 Spear Street,
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`Suite 400, San Francisco, California 94105. Castlight common stock trades on the New York Stock
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`Exchange under the ticker symbol “CSLT.”
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`7.
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`Defendant Maeve O’Meara has been CEO and a director of the Company since
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`2019.
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`8.
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`Defendant Bryan Roberts co-founded Castlight in 2008, has served as a director of
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`the Company since 2008 and has served as Chairman of the Company since 2010.
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`9.
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`10.
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`11.
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`12.
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`13.
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`14.
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`15.
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`16.
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`Defendant David B. Singer has served as a director of the Company since 2010.
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`Defendant David Ebersman has served as a director of the Company since 2011.
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`Defendant Seth Cohen has served as a director of the Company since 2018.
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`Defendant Ed Park has served as a director of the Company since 2014.
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`Defendant Michael Eberhard has served as a director of the Company since 2016.
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`Defendant Kenny Van Zant has served as a director of the Company since 2016.
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`Defendant Judith K. Verhave has served as a director of the Company since 2018.
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`Nonparty Vera is a corporation organized and existing under the laws of the State
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`of Delaware. Vera’s principal executive offices are located at 1511 6th Ave, Ste 260, Seattle,
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`Washington, 98101.
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`17.
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`Nonparty Carbon Merger Sub, Inc. is a Delaware corporation and is a wholly owned
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`subsidiary of Vera.
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`JURISDICTION AND VENUE
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`18.
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`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Section 14(e) and 20(a) of the Exchange Act.
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`19.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over Defendant by this Court permissible under
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`traditional notions of fair play and substantial justice.
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`20.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because a significant amount of the conduct at issue took
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`place and had an effect in this District
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`FURTHER SUBSTANTIVE ALLEGATIONS
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`A. Background of the Company and the Proposed Transaction
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`21.
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`Castlight is a provider of a digital healthcare navigation platform with a team of
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`clinical and benefits experts to help members connect and engage with the right health programs
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`and care. Castlight partners with Fortune 500 companies and health plans to transform employee
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`and member benefits into a comprehensive health and wellbeing experience.
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`On January 4, 2022, the Company entered into the Merger Agreement with Vera.
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`According to the press release issued on January 5, 2022 announcing the Proposed
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`22.
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`23.
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`Transaction:
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`Castlight Health and Vera Whole Health to Combine to Pioneer and Scale
`Value-Based Care in Commercial Market
`
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`Combined company will integrate Castlight’s market-leading navigation
`technology with Vera’s best in class advanced primary care model to expand
`access to care, reduce healthcare costs, and improve outcomes
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`Clayton, Dubilier & Rice funds to invest in new enterprise; former Aetna
`Chairman and CEO Ron Williams to be Chairman of combined company
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`Wednesday, January 5, 2022, San Francisco and Seattle - 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
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 5 of 13
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`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
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`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.
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`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.
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`B. The Materially Incomplete and Misleading 14D-9
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`24.
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`On January 19, 2022, Defendants filed the 14D-9 with the SEC. The purpose of the
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`14D-9 is, inter alia, to provide the Company’s stockholders with all material information necessary
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`for them to make an informed decision on whether to tender their shares in favor of the Proposed
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`Transaction. However, significant and material facts were not provided to Plaintiff. Without such
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`information, Plaintiff cannot make a fully informed decision concerning whether or not to tender
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`his shares in favor of the Proposed Transaction.
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`Materially Incomplete and Misleading Disclosures Concerning the
`Management-Prepared Financial Forecasts
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`25.
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`The 14D-9 discloses management-prepared financial projections for the Company
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`which are materially misleading. The 14D-9 indicates that in connection with the rendering of
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`William Blair’s fairness opinion, William Blair reviewed “certain internal business, operating and
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`financial information and forecasts of the Company for the fiscal years ending December 31, 2021
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`through December 31, 2026, including certain estimates as to potentially realizable existing federal
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`net operating loss carryforwards expected to be utilized by Castlight (the ‘Forecasts’), prepared by
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 7 of 13
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`Castlight’s senior management and provided to William Blair on December 20, 2021.”
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`Accordingly, the 14D-9 should have, but failed to, provide certain information in the projections
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`that Castlight’s management provided to the Board and William Blair.
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`26.
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`Notably, the 14D-9 fails to disclose: (a) Castlight’s free cash flow projections; (b)
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`Castlight’s cash flows in the non-process driven Q2 2021 Projections; (c) the date on which the
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`Q4 2021 Projections were prepared; (d) the percentage reduction of the Company’s Total Revenue,
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`Gross Profit and Adjusted EBITDA accountable due to a decline in revenues from Anthem; and
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`(e) the percentage reduction of the Company’s Total Revenue, Gross Profit and Adjusted EBITDA
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`accountable due to a longer sales cycle required with new health plan customers compared to the
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`Q2 2021 Projections. This omitted information is necessary for Plaintiff to make an informed
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`decision on whether to tender his shares in favor of the Proposed Transaction.
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`Materially Incomplete and Misleading Disclosures Concerning the
`Flawed Sales Process
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`27.
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`28.
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`The 14D-9 also fails to disclose material information concerning the sales process.
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`Specifically, the 14D-9 fails to provide material information concerning the
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`Company’s negotiations with Anthem.
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`29.
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`The 14D-9 fails to disclose when Defendant O’Meara and Anthem first discussed
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`a potential agreement with Anthem based on the product offerings from a combination of Vera
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`and Castlight, as well as the details of those discussions.
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`30.
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`Additionally, the 14D-9 fails to disclose the terms of the Anthem Term Sheet and
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`the amount of the equity investment Anthem committed to in Vera.
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`31.
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`The 14D-9 also fails to disclose the economic terms of Anthem’s proposal in
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`connection with the renewal of the Anthem Agreement.
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`Materially Incomplete and Misleading Disclosures Concerning Conflicts
`of Interests Involving William Blair
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`32.
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`Critically, the 14D-9 fails to specifically disclose that at the time William Blair was
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`acting as the Company’s financial advisor, it was simultaneously acting as Vera’s financial
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`advisor.
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`33.
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`The 14D-9 likewise omits that William Blair was also simultaneously acting as
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`financial advisor to Clayton, Dubilier & Rice, LLC (“CD&R”), an affiliate of Vera, in connection
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`with CD&R’s acquisition of Cloudera, Inc. at the same time as it was acting as the Company’s
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`financial advisor.
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`34. Moreover, the 14D-9 fails to fully disclose the compensation received by William
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`Blair from CD&R for: (i) acting as CD&R’s financial advisor in connection with its acquisition of
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`Cloudera, Inc.; and (ii) acting as a member of the underwriting syndicate for public offerings by
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`certain affiliates of CD&R.
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`35.
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`Additionally, the 14D-9 fails to reveal whether the Board was aware of William
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`Blair’s investment banking relationships with Vera and CD&R prior to William Blair delivering
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`the December 22, 2021 William Blair Conflict Letter.
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`Materially Incomplete and Misleading Disclosures Concerning Potential
`Conflicts of Interests Involving Company Insiders
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`36.
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`The 14D-9 fails to disclose the details of any discussions and negotiations between
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`Castlight and Vera and CD&R concerning potential employment or retention of Castlight’s
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`executive officers by the surviving company, including who had these discussions, when they were
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`held, and what was discussed,
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`37.
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`The 14D-9 further fails to disclose whether any of Vera’s and CD&R’s proposals
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`or indications of interest mentioned retention of or equity participation by the Company’s insiders
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`in the combined company.
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`38.
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`This information is necessary to provide Company stockholders a complete and
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`accurate picture of the sales process and its fairness. Without this information, stockholders were
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`not fully informed as to the defendants’ actions, including those that may have been taken in bad
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`faith, and cannot fairly assess the process. And without all material information, Plaintiff is unable
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`to make a fully informed decision in connection with the Proposed Transaction and faces
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`irreparable harm, warranting the injunctive relief sought herein.
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`39.
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`In addition, the Individual Defendants knew or recklessly disregarded that the 14D-
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`9 omits the material information concerning the Proposed Transaction and contains the materially
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`incomplete and misleading information discussed above.
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`40.
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`Specifically, the Individual Defendants undoubtedly reviewed the contents of the
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`14D-9 before it was filed with the SEC. Indeed, as directors of the Company, they were required
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`to do so. The Individual Defendants thus knew or recklessly disregarded that the 14D-9 omits the
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`material information referenced above and contains the incomplete and misleading information
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`referenced above.
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`41.
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`Plaintiff is immediately threatened by the wrongs complained of herein, and lacks
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`an adequate remedy at law. Accordingly, Plaintiff seeks injunctive and other equitable relief to
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`prevent the irreparable injury that he will continue to suffer absent judicial intervention.
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`CLAIMS FOR RELIEF
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`COUNT I
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`
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`All Defendants for Violations of Section 14(e) of the Exchange Act and Rule 14d-9
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`42.
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`herein.
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`43.
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`Defendants have filed the 14D-9 with the SEC with the intention of soliciting
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`Castlight stockholder support for the Proposed Transaction. Each of the Individual Defendants
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 10 of 13
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`reviewed and authorized the dissemination of the 14D-9, which fails to provide the material
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`information referenced above.
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`44.
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`In so doing, Defendants made materially incomplete and misleading statements
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`and/or omitted material information necessary to make the statements made not misleading. Each
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`of the Individual Defendants, by virtue of their roles as officers and/or directors of Castlight, were
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`aware of the omitted information but failed to disclose such information, in violation of Section
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`14(e).
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`45.
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`Section 14(e) of the Exchange Act provides that it is unlawful “for any person to
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`make any untrue statement of a material fact or omit to state any material fact necessary in order
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`to make the statements made, in light of the circumstances under which they are made, not
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`misleading. . . .” 15 U.S.C. § 78n(e).
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`46.
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`Specifically, and as detailed above, the 14D-9 violates Section 14(e) and Rule 14d-
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`9 because it omits material facts concerning: (i) management’s financial projections; (ii) the sales
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`process; and (iii) potential conflicts of interest involving William Blair and the Company’s
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`insiders.
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`47. Moreover, in the exercise of reasonable care, the Individual Defendants knew or
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`should have known that the 14D-9 is materially misleading and omits material information that is
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`necessary to render it not misleading. The Individual Defendants undoubtedly reviewed and relied
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`upon the omitted information identified above in connection with their decision to approve and
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`recommend the Proposed Transaction. The Individual Defendants knew or should have known
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`that the material information identified above has been omitted from the 14D-9, rendering the
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`sections of the 14D-9 identified above to be materially incomplete and misleading.
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`48.
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`The misrepresentations and omissions in the 14D-9 are material to Plaintiff, who
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 11 of 13
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`will be deprived of his right to make an informed decision whether to tender his shares if such
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`misrepresentations and omissions are not corrected prior to the end of the tender offer. Plaintiff
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`has no adequate remedy at law. Only through the exercise of this Court’s equitable powers can
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`Plaintiff be fully protected from the immediate and irreparable injury that Defendants’ actions
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`threaten to inflict.
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`COUNT II
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`Against the Individual Defendants for Violations of Section 20(a) of the Exchange Act
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`Plaintiff incorporates each and every allegation set forth above as if fully set forth
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`49.
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`herein.
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`50.
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`The Individual Defendants acted as controlling persons of Castlight within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`officers and/or directors of Castlight and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the incomplete and misleading statements contained in
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`the 14D-9 filed with the SEC, they had the power to influence and control and did influence and
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`control, directly or indirectly, the decision making of the Company, including the content and
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`dissemination of the various statements that Plaintiff contends are materially incomplete and
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`misleading.
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`51.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the 14D-9 and other statements alleged by Plaintiff to be misleading prior to the time the
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`14D-9 was filed with the SEC and had the ability to prevent the issuance of the statements or cause
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`the statements to be corrected.
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`52.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had
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`the power to control or influence the particular transactions giving rise to the Exchange Act
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`violations alleged herein, and exercised the same. The omitted information identified above was
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`reviewed by the Board prior to voting on the Proposed Transaction. The 14D-9 at issue contains
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`the unanimous recommendation of each of the Individual Defendants to approve the Proposed
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`Transaction. They were, thus, directly involved in the making of the 14D-9.
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`53.
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`In addition, as the 14D-9 sets forth at length, and as described herein, the Individual
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`Defendants were involved in negotiating, reviewing, and approving the Merger Agreement. The
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`14D-9 purports to describe the various issues and information that the Individual Defendants
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`reviewed and considered. The Individual Defendants participated in drafting and/or gave their
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`input on the content of those descriptions.
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`54.
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`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
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`of the Exchange Act.
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`55.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(e) and Rule 14d-9, by
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`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
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`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
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`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
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`RELIEF REQUESTED
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`WHEREFORE, Plaintiff demands injunctive relief in his favor and against the Defendants
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`jointly and severally, as follows:
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`A.
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`Preliminarily and permanently enjoining Defendants and their counsel, agents,
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`employees and all persons acting under, in concert with, or for them, from filing any amendment
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`to the 14D-9 with the SEC unless and until Defendants agree to include the material information
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`identified above in any such amendment;
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`Case 1:22-cv-00808 Document 1 Filed 01/31/22 Page 13 of 13
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`B.
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`Preliminarily and permanently enjoining Defendants and their counsel, agents,
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`employees and all persons acting under, in concert with, or for them, from proceeding with,
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`consummating, or closing the Proposed Transaction, unless and until Defendants disclose the
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`material information identified above which has been omitted from the 14D-9;
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`C.
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`In the event that the transaction is consummated prior to the entry of this Court’s
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`final judgment, rescinding it or awarding Plaintiff rescissory damages;
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`D.
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`Directing the Defendants to account to Plaintiff for all damages suffered as a result
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`of their wrongdoing;
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`E.
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`Awarding Plaintiff the costs and disbursements of this action, including reasonable
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`attorneys’ and expert fees and expenses; and
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`F.
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`Granting such other and further equitable relief as this Court may deem just and
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`proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`Dated: January 31, 2022
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`ROWLEY LAW PLLC
`
`
`S/ Shane T. Rowley
`Shane T. Rowley (SR-0740)
`Danielle Rowland Lindahl
`50 Main Street, Suite 1000
`White Plains, NY 10606
`Tel: (914) 400-1920
`Fax: (914) 301-3514
`Email: srowley@rowleylawpllc.com
`Email: drl@rowleylawpllc.com
`
`Attorneys for Plaintiff
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