AIMT Aimmune Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Aimmune Therapeutics, Inc.

(Name of Subject Company (Issuer))

SPN MergerSub, Inc.

(Offeror)

A Wholly-Owned Subsidiary of

Société des Produits Nestlé S.A.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

00900T107

(CUSIP Number of Class of Securities)

Avenue Nestlé, 55

1800 Vevey

Switzerland

Attention: General Counsel

Phone: +41 21 924 1111

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

David A. Carpenter, Esq.

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

Phone: (212) 506-2195

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (this “Schedule TO”) relates to the offer by SPN MergerSub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“Nestlé”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of Aimmune Therapeutics, Inc., a Delaware corporation (“Aimmune”), owned by the stockholders of Aimmune other than Nestlé and its affiliates, at a price of $34.50 per Share, net to the seller thereof in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 14, 2020 (the “Offer to Purchase”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer.”

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

This Schedule TO relates to Aimmune’s common stock, par value $0.0001 per share. The information set forth in “The Tender Offer—Section 6. Price Range of Shares; Dividends” and “The Tender Offer—Section 8. Certain Information Concerning Aimmune” of the Offer to Purchase is incorporated herein by reference.

The information set forth in “The Tender Offer—Section 9. Certain Information Concerning Purchaser and Nestlé” in the Offer to Purchase and in Schedule A of the Offer to Purchase is incorporated herein by reference.

The information set forth in “The Tender Offer—Section 1. Terms of the Offer,” “The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares,” “The Tender Offer—Section 3. Procedures for Tendering Shares,” “The Tender Offer—Section 4. Withdrawal Rights” and “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “Special Factors—Section 1. Background,” “Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune” and “Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger,” “Special Factors—Section 5. Effects of the Offer” and “The Tender Offer—Section 7. Possible Effects of the Offer; NASDAQ Listing; Exchange Act Registration” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “The Tender Offer—Section 10. Source and Amount of Funds” in the Offer to Purchase is incorporated herein by reference.

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The information set forth in “Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune,” “The Tender Offer—Section 9. Certain Information Concerning Purchaser and Nestlé” and Schedule B of the Offer to Purchase is incorporated herein by reference.

The information set forth in “The Tender Offer—Section 14. Fees and Expenses” is incorporated herein by reference.

The historical financial statements and pro forma financial information of Nestlé and Purchaser are not material to the Offer.

The information set forth in “Special Factors—Section 1. Background,” “Special Factors—Section 6. Summary of the Merger Agreement,” “Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune,” “Special Factors—Section 10. Interests of Certain Aimmune Executive Officers in the Offer and the Merger” and “The Tender Offer—Section 13. Certain Legal Matters” in the Offer to Purchase is incorporated herein by reference. The information set forth in the Offer to Purchase and the Letter of Transmittal are incorporate herein by reference.

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The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1-12 above. The information set forth in the Offer to Purchase is incorporated herein by reference to the items required by Schedule 13E-3.

(d)     The information set forth in “The Tender Offer—Section 6. Price Range of Shares; Dividends” and “The Tender Offer—Section 12. Dividends and Distributions” in the Offer to Purchase is incorporated herein by reference.

(e)     Not applicable.

(f)    The information set forth in “Special Factors—Section 1. Background,” “Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune” and “Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune” in the Offer to Purchase is incorporated herein by reference.

(c)-(e)    The information set forth in “Special Factors—Section 7. Appraisal Rights; Rule 13e-3,” “Special Factors—Section 10. Interests of Certain Aimmune Executive Officers in the Offer and the Merger” and “The Tender Offer—Section 9. Certain Information Concerning Purchaser and Nestlé” in the Offer to Purchase is incorporated herein by reference.

(f) Not applicable.

(c)    The information set forth in “Special Factors—Section 1. Background” and “Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune” in the Offer to Purchase is incorporated herein by reference.

(e)    The information set forth in “Special Factors—Section 1. Background” and “Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune” in the Offer to Purchase is incorporated herein by reference.

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(b)    The information set forth in “Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger” in the Offer to Purchase is incorporated herein by reference.

(c)(8)    The information set forth in “Special Factors—Section 5. Effects of the Offer” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “Special Factors—Section 1. Background,” “Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger,” “Special Factors—Section 5. Effects of the Offer,” “The Tender Offer—Section 6. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration” and “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “Special Factors—Section 1. Background,” “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune” and “Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “Special Factors—Section 1. Background,” “Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger” and “Tender Offer—Section 14. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

(c)    The information set forth in “The Tender Offer—Section 14. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

The information set forth in “Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune” in the Offer to Purchase is incorporated herein by reference.

(a)    The information set forth in “The Tender Offer—Section 8. Certain Information Concerning Aimmune” in the Offer to Purchase is incorporated herein by reference.

(b)    The pro forma financial information of Aimmune is not material to the Offer.

(b) Neither Nestlé nor Purchaser employed or used any officer, employee or corporate assets of Aimmune in connection with the transaction.

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(b)    Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 14, 2020.

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EXHIBIT INDEX

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