Press Release: Nestle: Nestlé to acquire Aimmune Therapeutics

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Vevey, August 31, 2020

Nestlé to acquire Aimmune Therapeutics

-- Nestlé Health Science and Aimmune to create a global leader in food

allergy prevention and treatment.

-- Aimmune's recently approved therapy Palforzia(R) would expand Nestlé

Health Science portfolio with first and only FDA-approved treatment to

help reduce the frequency and severity of allergic reactions to peanuts

in children.

Nestlé and Aimmune Therapeutics, Inc. (Nasdaq: AIMT), a

biopharmaceutical company developing and commercializing treatments for

potentially life-threatening food allergies (Aimmune), have entered into

a definitive agreement pursuant to which Nestlé Health Science

(NHSc) would acquire Aimmune. Aimmune's Palforzia is the first and only

FDA-approved treatment to help reduce the frequency and severity of

allergic reaction to peanuts, including anaphylaxis, in children aged 4

through 17. The acquisition is an extension of NHSc's food allergy

portfolio, creating a broader spectrum of solutions for children living

with food allergies.

Food allergies are not only disruptive to everyday life, they can be

life threatening. Up to 240 million people worldwide suffer with food

allergies, peanut allergy being the most common. Palforzia offers a long

sought-after solution for peanut-allergic patients other than avoidance.

"This transaction brings together Nestlé's nutritional science

leadership with one of the most innovative companies in food allergy

treatment," said Nestlé Health Science CEO Greg Behar. "Together we

will be able to offer a wide range of solutions that can transform the

lives of people suffering from food allergies around the world."

"The agreement with Nestlé Health Science recognizes the value

created by years of commitment and dedication to our mission by the team

at Aimmune. Delivering Palforzia, the world's first treatment for food

allergy, has been a game-changing proposition in the bio-pharmaceutical

industry and is transformative for the lives of millions of people

living with potentially life-threatening peanut allergy," said Jayson

Dallas, MD, President and Chief Executive Officer of Aimmune. "This

acquisition ensures a level of support for Palforzia and our pipeline

that will further enhance their potential for patients around the world

living with food allergies."

NHSc currently has a total investment in Aimmune of USD473 million, an

approximate 25.6% equity ownership stake. Around 19.6% is voting common

stock and the balance non-voting preferred stock. NHSc made its initial

investment of USD145 million in Aimmune in November 2016, followed by

further investments of USD30 million in February 2018, USD98 million in

November 2018 and USD200 million in January 2020.

The acquisition is expected to be accretive to Nestlé's organic

growth in 2021 and accretive to cash earnings by 2022/23.

Transaction Terms

Under the terms of the merger agreement, Nestlé S.A.'s wholly-owned

subsidiary, Société des Produits Nestlé S.A. (SPN), will

commence a cash tender offer to acquire all outstanding shares of

Aimmune common stock that are not already owned by NHSc for USD34.50 per

share in cash, representing a total enterprise value, including the

shares of Aimmune held by NHSc, of approximately USD2.6 billion. The

USD34.50 per share acquisition price represents a 174% premium to

Aimmune's closing share price on August 28, 2020 of USD12.60.

The tender offer is subject to customary conditions, including the

tender of a sufficient number of shares of voting common stock of

Aimmune to approve the merger, the expiration or termination of the

waiting period under the Hart-Scott Rodino Antitrust Improvements Act of

1976 and receipt of certain other regulatory approvals.

Following successful completion of the tender offer and satisfaction of

the other closing conditions, a wholly owned subsidiary of SPN will

merge with Aimmune, with Aimmune as the surviving corporation, and the

outstanding shares not tendered in the offer will be converted into the

right to receive the same USD34.50 per share consideration.

Nestlé plans to finance the transaction with cash on hand. Subject

to the satisfaction or waiver of customary closing conditions, the

transaction is expected to close in the fourth quarter of 2020.

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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 as of August 30, 2020 by and among Nestlé, its

acquisition subsidiary and Aimmune. 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 its

acquisition subsidiary 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, its acquisition subsidiary 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.

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

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August 31, 2020 01:15 ET (05:15 GMT)