Nestlé To Acquire Aimmune Therapeutics for $2.1 Bn
Nestlé Health Science (NHSc) has agreed to acquire Aimmune Therapeutics, a company developing and commercializing treatments for food allergies, for approximately $2.1 billion. The move provides Nestlé with the remaining shares of Aimmune not already owned by Nestlé to provide Nestlé with full ownership of the company.
NHSc currently has a total investment in Aimmune of $473 million, an approximate 25.6% equity ownership stake with around 19.6% is voting common stock and the balance in non-voting preferred stock. Under 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 $34.50 per share in cash, representing a total enterprise value, including the shares of Aimmune held by NHSc, of approximately $2.6 billion.
Aimmune’s lead product is Palforzia (peanut (Arachis hypogaea) allergen powder-dnfp), which was approved earlier this year (January 2020) by the US Food and Drug Administration to mitigate allergic reactions, including anaphylaxis, that may occur with accidental exposure to peanuts in children aged four through 17.
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 $34.50 per share consideration. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close in the fourth quarter of 2020.