Nestlé and Aimmune Therapeutics, Inc, 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.