UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Aimmune Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
00900T107
(CUSIP Number)
Nestlé S.A.
Avenue Nestlé, 55
1800 Vevey
Switzerland
Attention: General Counsel Corporate
Phone: +41 21 924 1111
with a copy to:
David A. Carpenter, Esq.
Mayer Brown LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 506-2195
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 13, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 00900T107
| 1. | Name of Reporting Person
Nestlé S.A. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds (See Instructions):
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6. | Citizenship or Place of Organization:
Switzerland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power:
0 | ||||
| 8. | Shared Voting Power:
100 (see Item 4) | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
100 (see Item 4) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
100 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
100% | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
CUSIP No. 00900T107
| 1. | Name of Reporting Person
Société des Produits Nestlé S.A. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds (See Instructions):
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| 6. | Citizenship or Place of Organization:
Switzerland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power:
0 | ||||
| 8. | Shared Voting Power:
100 (see Item 4) | |||||
| 9. | Sole Dispositive Power:
0 | |||||
| 10. | Shared Dispositive Power:
100 (see Item 4) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person:
100 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11):
100% | |||||
| 14. | Type of Reporting Person (See Instructions):
CO | |||||
2
SCHEDULE 13D
Explanatory Note
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 5 (this “Amendment”) amends and supplements certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2018, as amended by Amendment No. 1 filed with the SEC on December 3, 2018, as amended by Amendment No. 2 filed with the SEC on February 11, 2020, as amended by Amendment No. 3 filed with the SEC on April 22, 2020, and as amended by Amendment No. 4 filed with the SEC on August 31, 2020 (together, the “Original Schedule 13D”), by the Reporting Persons relating to the Common Stock, par value $0.0001 per share, of Aimmune Therapeutics, Inc. (the “Issuer” or “Aimmune” and, such Common Stock, the “Aimmune Common Stock”). This Amendment amends the Original Schedule 13D on behalf of the Reporting Persons to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
On October 13, 2020, Aimmune, Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“SPN”), and SPN MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of SPN (“Merger Sub”), completed the transactions contemplated by the Agreement and Plan of Merger, dated August 29, 2020, by and among Aimmune, SPN, and Merger Sub (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Aimmune (the “Merger”), with Aimmune continuing as the surviving corporation and a wholly owned subsidiary of SPN.
Pursuant to the Merger Agreement, SPN and Merger Sub conducted a tender offer (the “Offer”) for any and all of the outstanding shares of Aimmune Common Stock, other than shares owned by SPN and its affiliates. The Offer expired at 12:00 midnight, Eastern time, on October 9, 2020 (the “Expiration Date”). The Depositary advised SPN and Merger Sub that, as of the Expiration Date, a total of 43,435,583 shares of Aimmune Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 65% of the shares of Aimmune Common Stock outstanding as of the Expiration Date and, when taken together with the shares owned by SPN and its wholly owned subsidiaries, represented approximately 78% of the Fully Diluted Shares (as defined in the Merger Agreement) as of the Expiration Date.
As of the Expiration Date, the number of shares of Aimmune Common Stock validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition (as defined in the Merger Agreement) and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Date, Merger Sub irrevocably accepted for payment, and expects to promptly pay for, all shares validly tendered and not validly withdrawn pursuant to the Offer. As a result of its acceptance of the shares tendered in the Offer (together with the shares owned by SPN and its wholly owned subsidiaries prior to the commencement of the Offer), Merger Sub acquired sufficient shares to complete the Merger without the affirmative vote of the stockholders of Aimmune pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following:
On October 13, 2020, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Aimmune, with Aimmune continuing as the surviving corporation and a wholly owned subsidiary of SPN.
At the Effective Time, each share of Aimmune Common Stock issued and outstanding immediately prior to the Effective Time, not including any shares (i) held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune, (ii) owned by SPN or Merger Sub or (iii) owned by stockholders who are entitled to appraisal rights under the DGCL and who have complied with all provisions thereof concerning the exercise of such appraisal rights, were automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to reduction for any applicable withholding taxes and without interest.
1
At the Effective Time, the 100 shares of common stock of Merger Sub that were issued and outstanding immediately prior to the Effective Time were automatically converted into 100 shares of common stock, par value $0.01 per share, of the Surviving Corporation.
Promptly following the closing of the Merger, Aimmune shall cause the shares of Aimmune Common Stock to be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act.
Except as set forth herein and in connection with the Offer and the Merger described above, the Reporting Persons have no plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
The first paragraph of Item 5(a) – (b) of the Original Schedule 13D is hereby amended and restated as follows:
The beneficial ownership percentages described in this Amendment are based on a total of 100 shares of Aimmune Common Stock outstanding as of October 13, 2020.
The information contained on the cover pages to this Amendment is incorporated herein by reference. The shares of Aimmune Common Stock reported on this Amendment are directly held by SPN, which is a wholly-owned subsidiary of Nestlé S.A. The total issued and outstanding shares of Aimmune Common Stock held by SPN comprises 100% of the issued and outstanding Aimmune Common Stock.
Except for the shares of Aimmune Common Stock owned by SPN, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule I hereto beneficially owns any other securities of the Issuer.
(c) Except for the Merger Agreement and the transactions described in this Amendment, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed on Schedule I hereto, have effected any transactions in the Aimmune Common Stock during the past 60 days.
(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented by adding the following:
The information set forth in Item 4 hereof is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 1 | Joint Filing Agreement (filed herewith). | |
| Exhibit 2 | Press release issued by Nestlé on October 13, 2020 (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO/A filed by SPN and Merger Sub with the SEC on October 13, 2020). | |
2
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated October 13, 2020
| NESTLÉ S.A. |
/s/ Gregory Behar |
| Name: Gregory Behar |
| Title: Deputy Executive Vice President |
| SOCIETE DES PRODUITS NESTLE S.A. |
/s/ Claudio Kuoni |
| Name: Claudio Kuoni |
| Title: Vice President |
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF SPN,
PERSONS CONTROLLING SPN AND EXECUTIVE OFFICERS AND DIRECTORS OF OTHER PERSONS IN CONTROL OF SPN
Société des Produits Nestlé S.A.
Société des Produits Nestlé S.A. is organized under the laws of Switzerland with its principal business address at Avenue Nestlé 55, CH-1800 Vevey Switzerland. Société des Produits Nestlé S.A. is a wholly-owned subsidiary of Nestlé S.A. The name, present principal employment and citizenship of each director and executive officer of Société des Produits Nestlé S.A. is set forth below.
Name | Present Principal Employment | Citizenship | ||
| 1. Stefan Helfenstein | Chairman of the Board, Société des Produits Nestlé S.A. | Swiss | ||
| 2. Michèle Burger | Director, Société des Produits Nestlé S.A. | Swiss | ||
| 3. José Checa Cortés | Director, Société des Produits Nestlé S.A. | Spanish | ||
| 4. Thomas Hauser | Director , Société des Produits Nestlé S.A. | Swiss | ||
| 5. Blaise Revillard | Director, Société des Produits Nestlé S.A. | French | ||
| 6. Philippe Vossen | Director, Société des Produits Nestlé S.A. | Belgian | ||
| 7. Silvan Jampen | Secretary (non Director), Société des Produits Nestlé S.A. | Swiss | ||
| 8. Michel Gardet | Senior Vice President, Société des Produits Nestlé S.A. | French | ||
| 9. Olivier Ballevre | Vice President, Société des Produits Nestlé S.A. | French | ||
| 10. Trevor Douglas Brown | Vice President, Société des Produits Nestlé S.A. | Swiss | ||
| 11. Harold Humbert | Vice President, Société des Produits Nestlé S.A. | French | ||
| 12. Claudio Kuoni | Vice President, Société des Produits Nestlé S.A. | Swiss | ||
| 13. Damien Tissot | Vice President, Société des Produits Nestlé S.A. | French | ||
Nestlé S.A.
Nestlé S.A. is a corporation organized under the laws of Switzerland with its principal business address at Avenue Nestlé 55, CH-1800, Vevey Switzerland. The name, present principal employment and citizenship of each director and executive officer of Nestlé is set forth below.
Name | Present Principal Employment | Citizenship | ||
| 1. Paul Bulcke | Non-Executive Director, Chairman, Nestlé S.A.; Vice-Chairman, L’Oréal S.A.; Board member, Roche Holding Ltd. | Belgian/Swiss | ||
| 2. Ulf Mark Schneider | Chief Executive Officer, Board member, Nestlé S.A. | German/US | ||
1
| 3. Henri de Castries | Non-Executive Director; Vice Chairman, Lead Independent Director, Nestlé S.A.; Board member, HSBC Holdings plc, Argus Media | French | ||
| 4. Renato Fassbind | Non-Executive Director; Vice Chairman and Lead Independent Director, Swiss Re AG; Board member, Kühne+Nagel International AG | Swiss | ||
| 5. Ann M. Veneman | Non-Executive Director; Board member, the Global Health Innovative Technology Fund, Advisory Board member JUST Capital, the Clinton Health Access Initiative, the Full Harvest Technologies, Inc. | US | ||
| 6. Eva Cheng | Non-Executive Director; Board member, Haier Electronics Group Co. Ltd. | Chinese | ||
| 7. Patrick Aebischer | Non-Executive Director; President Emeritus of Institute EPFL; Board member: Logitech International S.A.; Chairman: Novartis Bioventures AG | Swiss | ||
| 8. Ursula M. Burns | Non-Executive Director; Board member: Exxon Mobil Corporation, Uber Technologies Inc.; Trustee, Ford Foundation | US | ||
| 9. Kasper Rorsted | Non-Executive Director; CEO, adidas AG | Danish | ||
| 10. Pablo Isla | Non-Executive Director; Chairman and CEO, Inditex S.A. | Spanish | ||
| 11. Kimberly A. Ross | Non-Executive Director; CFO, WeWork | US | ||
| 12. Dick Boer | Non-Executive Director; Board member, Royal Dutch Shell plc.; Chairman: Advisory Board of G-Star RAW CV, Rijksmuseum Fonds | Netherlands | ||
| 13. Dinesh Paliwal | Non-Executive Director; Senior Advisor to the Board and CEO, Harman International Industries Inc. Board member, Bristol-Myers Squibb, Raytheon Company; Member, U.S.-India Business Council | US/Indian Overseas Citizenship | ||
| 14. Hanne Jimenez de Mora | Non-Executive Director; Board member: AB Volvo, Outotec Oyj; Vice-chair: IMD Business School | Swiss | ||
| 15. Laurent Freixe | Executive Vice President: Chief Executive Officer: Zone Americas | French | ||
| 16. Chris Johnson | Executive Vice President: Chief Executive Officer: Zone Asia, Oceania and sub-Saharan Africa | US | ||
| 17. Patrice Bula | Executive Vice President: Strategic Business Units, Marketing, Sales and Nespresso; Board member: Novartis AG, Schindler Holding Ltd. | Swiss | ||
| 18. Marco Settembri | Executive Vice President: Chief Executive Officer: Zone Europe, Middle East and North Africa | Italian | ||
| 19. François-Xavier Roger | Executive Vice President: Chief Financial Officer (includes Finance and Control, Tax, Treasury, Investor Relations) | French | ||
| 20. Magdi Batato | Executive Vice President: Head of Operations; Board member: Carlsberg A/S | Swiss | ||
| 21. Stefan Palzer | Executive Vice President: Chief Technology Officer | German | ||
| 22. Béatrice Guillaume-Grabisch | Executive Vice President: Global Head Human Resources & Business Services; Board member: L’Oréal S.A. | French | ||
| 23. Leanne Geale | Executive Vice President: General Counsel, Corporate Governance and Compliance | Canada | ||
| 24. Grégory Behar | Deputy Executive Vice President: Chief Executive Officer: Nestlé Health Science | Swiss | ||
| 25. Sanjay Bahadur | Deputy Executive Vice President: Head of Group Strategy and Business Development | India | ||
| 26. David P. Frick | Senior Vice President: Secretary to the Board of Directors: Head of Corporate Governance, Compliance and Corporate Services | Swiss | ||
