VEVEY, Switzerland – Société des Produits Nestlé S.A. (“Nestlé”) yesterday 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for the Offer, has advised Nestlé that, as of the Expiration Date, 43,435,583 Shares were validly tendered and not withdrawn pursuant to the Offer, which represents, when added to the Shares owned by Nestlé and its wholly-owned subsidiaries, approximately 84% of the outstanding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Purchase, Nestlé today intends to cause Purchaser to irrevocably accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and to promptly pay for such Shares.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.
