Press Release: Nestle: Nestlé announces results of tender offer for Aimmune Therapeutics, Inc.


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Vevey, October 13, 2020

Nestlé announces results of tender offer for Aimmune Therapeutics,

Inc.

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Société des Produits Nestlé S.A. ("Nestlé") today

announced the results of the tender offer by its wholly-owned subsidiary,

SPN MergerSub, Inc. ("Purchaser"), to purchase all of the outstanding

shares ("Shares") of common stock of Aimmune Therapeutics, Inc. (Nasdaq:

AIMT) ("Aimmune"), other than any Shares held by Nestlé and its

affiliates, for a price of USD 34.50 per Share (the "Offer Price"), net

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to the seller thereof in cash, without interest and subject to any

withholding taxes (the "Offer"), which was 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. The Offer expired at

12:00 midnight, Eastern time, on October 9, 2020 (such time and date,

the "Expiration Date").

Equinity Trust Company, the depositary for the Offer, has advised

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Nestlé that, as of the Expiration Date, 43,435,583 Shares were

validly tendered and not withdrawn pursuant to the Offer, which

represents, when added to the Shares owned by Nestlé and its

wholly-owned subsidiaries, approximately 84% of the outstanding Shares

as of the Expiration Date. The minimum tender condition to the

consummation of the Offer set forth in the Offer to Purchase has been

satisfied.

Pursuant to the terms of the Offer to Purchase, Nestlé today

intends to cause Purchaser to irrevocably accept for payment all Shares

validly tendered and not withdrawn pursuant to the Offer and to promptly

pay for such Shares. Following such acceptance, Nestlé today

intends to cause Purchaser to be merged with and into Aimmune (the

"Merger") in accordance with Section 251(h) of the General Corporation

Law of the State of Delaware without a vote of Aimmune's stockholders,

with Aimmune continuing as the surviving corporation. At the effective

time of the Merger (the "Effective Time"), each Share outstanding

immediately prior to the Effective Time (other than (i) Shares owned by

Nestlé or Purchaser, (ii) Shares held in the treasury of Aimmune or

owned by any wholly owned subsidiary of Aimmune and (iii) Shares as to

which the holder thereof has properly exercised appraisal rights under

Delaware law) will, without any further action on the part of the holder

of such Share, be converted into the right to receive an amount in cash

per Share equal to the Offer Price, without any interest and subject to

the withholding of taxes, payable to the holder thereof upon surrender

of the certificate formerly representing, or book-entry transfer of,

such Share.

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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 Agreement and Plan of

Merger, dated August 29, 2020, by and among Nestlé, Purchaser and

Aimmune.

Risks and uncertainties that could cause results to differ from

expectations include: uncertainties as to the timing and completion of

the Offer and the Merger; 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 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

filed by Nestlé and Purchaser and the Solicitation/Recommendation

Statement filed by Aimmune in connection with the tender offer. 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 neither Nestlé nor Purchaser undertake any obligation to revise

or update these statements to reflect events or circumstances after the

date hereof, except as required by law.

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

Contacts:

Media:

Christoph Meier Tel.: +41 21 924 2200

mediarelations@nestle.com

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Jacquelyn Campo Tel.: +41 79 598 1163

jacquelyn.campo@nestle.com

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Investors:

Luca Borlini Tel.: +41 21 924 3509

ir@nestle.com

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(END) Dow Jones Newswires

October 13, 2020 01:15 ET (05:15 GMT)

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