Press Release: Nestle: Nestlé commences tender offer for Aimmune Therapeutics, Inc.


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Vevey, September 14, 2020

Nestlé commences tender offer for Aimmune Therapeutics, Inc.

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

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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

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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,

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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

https://www.globenewswire.com/Tracker?data=W2hN1n5mMhZ-S4I3qQcLPjzyPZ9OvnytjfYBZgobiogV9oZ_zBQcLo6UwxorslIKc46RAj1nQRuc_fdtJdx1fOLjmuDMKTnMw4QtKvRvny-pxm_3mV70wy2jyIKN0wWvPuJTykYfs1HyjP4wd0uB1A==

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(TM)) 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.

Contacts:

Media:

Christoph Meier Tel.: +41 21 924 2200

mediarelations@nestle.com

https://www.globenewswire.com/Tracker?data=It536HM9UNY9AkIQ24zhEjy3OhY2mm62kakMqR4NR2lQiZvVMBuOUKounxGIcXncrPtnK0GdUgoTFrUYLHjYwch6mqeHHR0Hd7Tt99LKNd3xa4duBGVAc4ddMsJ5wB6b

Jacquelyn Campo Tel.: +41 79 598 1163

jacquelyn.campo@nestle.com

https://www.globenewswire.com/Tracker?data=q9-R3txRIDynxqXVCP-LLRyi9ZtCrvzga5QSw7TS_Zi-6cl6LImXScjnvI35cQBXeHefo28PjQLYKQrQQIYgcUs-0GwGWJZgRN1GiCZyjltcG_-vVm3JBJCSCZ6fGj_U

Investors:

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