VEVEY, Switzerland,
Sept. 14, 2020 /PRNewswire/ --
Société des Produits Nestlé S.A. ("Nestlé") announced that its
wholly-owned subsidiary, SPN Merger Sub, Inc. ("Purchaser"), is
commencing today a cash tender offer to purchase all of the
outstanding shares of common stock of Aimmune Therapeutics,
Inc. (Nasdaq: AIMT) ("Aimmune") today for a price of USD 34.50 per share, net to the seller in cash,
without interest and subject to any withholding taxes (the
"Offer"). The Offer is being made upon the terms and subject
to the conditions set forth in the Offer to Purchase (the "Offer to
Purchase"), and related Letter of Transmittal and other related
materials that will be filed by Nestlé and Purchaser with the
United States Securities and Exchange Commission (the "SEC") on
September 14, 2020 (collectively, the
"Offering Materials") and pursuant to the terms of the previously
announced Agreement and Plan of Merger, dated as of August 29, 2020 (the "Merger Agreement"), by and
among Nestlé, Purchaser and Aimmune. In addition, Aimmune will
file today a Solicitation/Recommendation Statement on Schedule
14D-9 and a Schedule 13E-3 transaction statement relating to the
Offer with the SEC.
The independent members of the board of directors of Aimmune
have declared the Offer to be fair to and in the best interests of
Aimmune and Aimmune's stockholders (other than Nestlé and its
affiliates) and recommend that such stockholders accept the Offer
and tender their shares of Aimmune common stock pursuant to the
Offer.
The Offer will expire at 12:00 midnight, Eastern time, on
October 9, 2020, unless extended or
earlier terminated (the time and date at which the Offer will
expire, the "Expiration Date"). Any extension of the Offer
will be announced in a press release or other public announcement
before 9:00 a.m., Eastern time, on
the first business day after the Expiration Date.
Copies of the Offering Materials are available free of charge by
contacting MacKenzie Partners, the information agent for the Offer,
toll-free at (800) 322-2885 or by email at
tenderoffer@mackenziepartners.com and, when filed, on the SEC's
website at www.sec.gov. Equiniti Trust Company is acting as
the depositary for the Offer.
Forward-Looking Statements
The statements included
above that are not a description of historical facts are
forward-looking statements. Words or phrases such as "believe,"
"may," "could," "will," "estimate," "continue," "anticipate,"
"intend," "seek," "plan," "expect," "should," "would" or similar
expressions are intended to identify forward-looking statements.
These forward-looking statements include without limitation
statements regarding the planned completion of the transactions
contemplated by the Merger Agreement. Additional statements
include, but are not limited to, statements regarding: Aimmune's
expectations regarding the potential benefits of PALFORZIA;
Aimmune's expectations regarding the potential commercial launch of
PALFORZIA; and Aimmune's expectations regarding potential
applications of the CODIT approach to treating life-threatening
food allergies.
Risks and uncertainties that could cause results to differ from
expectations include: uncertainties as to the timing and completion
of the tender offer and the merger; uncertainties as to the
percentage of Aimmune stockholders tendering their shares in the
tender offer; the possibility that competing offers may be made;
the possibility that various closing conditions for the tender
offer or the merger may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the merger; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; the effects of disruption
caused by the transaction making it more difficult to maintain
relationships with employees, collaborators, vendors and other
business partners; the risk that stockholder litigation in
connection with the tender offer or the merger may result in
significant costs of defense, indemnification and liability; and
risks and uncertainties pertaining to Aimmune's business, including
the risks and uncertainties detailed in Aimmune's public periodic
filings with the SEC, as well as the tender offer materials to be
filed by Nestlé and Purchaser and the Solicitation/Recommendation
Statement to be filed by Aimmune in connection with the tender
offer. Risks and uncertainties that contribute to the uncertain
nature of the forward-looking statements regarding Aimmune's
business may include: the expectation that Aimmune will need
additional funds to finance its operations; Aimmune's dependence on
the success of PALFORZIA; Aimmune's ability to build a commercial
field organization and distribution network; the degree of
acceptance of PALFORZIA among physicians, patients, healthcare
payors, patient advocacy groups and the general medical community;
Aimmune's ability to obtain favorable coverage and reimbursement
from third-party payors for PALFORZIA; Aimmune's reliance on third
parties for the manufacture of PALFORZIA; Aimmune's ability to
implement and comply with the REMS for PALFORZIA; possible
regulatory developments in the United
States and foreign countries; and Aimmune's ability to
attract and retain senior management personnel.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are qualified in their entirety by
this cautionary statement and none of Nestlé, Purchaser or Aimmune
undertake any obligation to revise or update these statements to
reflect events or circumstances after the date hereof, except as
required by law.
Additional Information
The tender offer described
above is commencing on the date hereof. This communication is
neither an offer to purchase nor a solicitation of an offer to sell
any securities of Aimmune. The solicitation and the offer to
purchase shares of Aimmune's common stock will only be made
pursuant to a tender offer statement on Schedule TO, including the
Offering Materials. In addition, Aimmune will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 and a
Schedule 13E-3 transaction statement with respect to the tender
offer. Once filed, investors will be able to obtain a free copy of
these materials and other documents filed by Nestlé, Purchaser and
Aimmune with the SEC at the website maintained by the SEC at
www.sec.gov. Investors may also obtain, at no charge, any such
documents filed with or furnished to the SEC by Aimmune under the
"Investors & Media" section of Aimmune's website at
www.aimmune.com.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE
DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER TO
PURCHASE AND THE SOLICITATION/RECOMMENDATION STATEMENT OF AIMMUNE
AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING
TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC,
CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE TENDER OFFER.
About Nestlé Health Science
Nestlé Health Science (NHSc), a global business unit
of Nestlé S.A., is a globally recognized leader in the
field of nutritional science. At NHSc we are committed to
empowering healthier lives through nutrition for consumers,
patients and their healthcare partners. NHSc offers an
extensive consumer health portfolio of industry-leading medical
nutrition, consumer and VMS brands that are science-based solutions
covering all facets of health from prevention, to maintenance, all
the way through to treatment. NHSc is redefining the
approach to the management of health in several key areas such as
pediatric health, allergy, acute care, oncology, metabolic health,
healthy aging, gastrointestinal health, and inborn errors of
metabolism. Headquartered in Switzerland, NHSc employs
over 5,000 people around the world who are committed to making a
difference in people's lives, for a healthier today and
tomorrow. www.nestlehealthscience.com
About Aimmune
Aimmune Therapeutics, Inc. is a biopharmaceutical company that
aspires to become the global leader in developing curative
therapies and solutions for patients with food allergies. With a
mission to improve the lives of people with food
allergies, Aimmune is developing and commercializing oral
treatments for potentially life-threatening food allergies. The
Company's Characterized Oral
Desensitization ImmunoTherapy (CODIT™) approach is
intended to provide meaningful levels of protection against
allergic reactions resulting from accidental exposure to food
allergens by desensitizing patients with defined, precise amounts
of key allergens. Aimmune has one FDA-approved medicine
for peanut allergy and other investigational therapies in
development to treat other food allergies. For more information,
please visit www.aimmune.com.
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SOURCE Nestle