Introductory Note
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2020, Aimmune Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of August 29, 2020 (the “Merger Agreement”), with Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“Nestlé”), and SPN MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of Nestlé (“Merger Sub”).
Pursuant to the Merger Agreement, on September 14, 2020, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), owned by the Company stockholders other than Nestlé and its affiliates, at a price of $34.50 per Share (the “Offer Price”), net to the seller in cash, without interest, and subject to any required withholding of taxes.
The Offer expired at 12:00 midnight, Eastern time, on October 9, 2020 (such time and date, the “Expiration Date”). Equiniti Trust Company, in its capacity as depositary for the Offer, advised Merger Sub that, as of the Expiration Date, 43,435,583 Shares were validly tendered and not withdrawn pursuant to the Offer, which represented approximately 78% of the Fully Diluted Shares (as defined in the Merger Agreement) as of the Expiration Date. All of the conditions to the Offer were satisfied or waived, and on October 13, 2020, Merger Sub irrevocably accepted for payment all Shares that were validly tendered and not withdrawn.
Following Merger Sub’s acceptance for payment of the Shares tendered pursuant to the Offer, on October 13, 2020, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger. The Merger was governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) and was effected without a vote of the Company’s stockholders. 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 Merger Sub, (ii) Shares held in the treasury of the Company or owned by any wholly owned subsidiary of the Company and (iii) Shares as to which the holder thereof has properly exercised appraisal rights under Section 262 of the DGCL) were, without any further action on the part of the holder of such Share, 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.
Immediately prior to the Effective Time (i) each Company Stock Option (as defined in the Merger Agreement) that was outstanding and unexercised immediately prior to the Effective Time vested in full and terminated and converted into the right to receive a cash payment, less any required withholding, equal to the product of (A) the number of Shares that were subject to such Company Stock Option immediately prior to the Effective Time and (B) the excess, if any, of the Offer Price over the per Share exercise price of such Company Stock Option; provided, however, that if the exercise price was equal to or greater than the Offer Price, the Company Stock Option was terminated and cancelled for no payment as provided under the Company Equity Plans (as defined in the Merger Agreement); (ii) each Company RSU (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time vested in full (which, for the Company PSUs (as defined in the Merger Agreement), assumed that all performance vesting conditions had been met) and terminated and converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to the Company RSU; and (iii) all Company Equity Plans were terminated.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 31, 2020 and incorporated herein by reference.
