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

Nestle announces results of tender offer for Aimmune Therapeutics,
Inc. PR Newswire VEVEY, Switzerland, Oct. 13, 2020 VEVEY, Switzerland, Oct. 13, 2020 /PRNewswire/ -- 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 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
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validly tendered and not withdrawn pursuant to the Offer, which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validly tendered and not withdrawn pursuant to the Offer and to promptly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. 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 View original
content:http://www.prnewswire.com/news-releases/nestle-announces-results-of-tender-offer-for-aimmune-therapeutics-inc-301150712.html SOURCE Nestlé /Web site: http://www.nestlehealthscience.com

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October 13, 2020 05:36 ET (09:36 GMT)