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")
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
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
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Jacquelyn Campo Tel.: +41 79 598 1163
jacquelyn.campo@nestle.com
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Investors:
(MORE TO FOLLOW) Dow Jones Newswires
September 14, 2020 01:15 ET (05:15 GMT)
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