This Amendment No. 2 (this Amendment No. 2) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9) filed by
Aimmune Therapeutics, Inc., a Delaware corporation (Aimmune or the Company), with the United States Securities and Exchange Commission (the SEC) on September 14, 2020, relating to the
tender offer (the Offer) by SPN MergerSub, Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Société des Produits Nestlé S.A., a société anonyme
organized under the laws of Switzerland (Parent), to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (the Shares) owned by the stockholders of the Company
other than Parent and its affiliates, at a price of $34.50 per Share, net to the seller thereof in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 14, 2020 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or
supplemented from time to time, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the Schedule TO) filed by Parent and
Purchaser with the SEC on September 14, 2020.
Except to the extent specifically provided in this Amendment No. 2, the information set forth in
the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule
14D-9. This Amendment No. 2 is being filed to reflect certain updates as presented below.
Item 8.
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Additional Information.
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Item 8, Additional Information is hereby amended and supplemented as follows:
On September 24, 2020, Jayson Dallas, CEO of the Company, presented to employees of Nestlé Health Science, an affiliate of Parent, regarding
the Offer and the business combination contemplated thereby. A transcript of this presentation is filed as Exhibit (a)(16) hereto and is incorporated herein by reference. A copy of the slides used in the presentation is filed as Exhibit (a)(17)
hereto and is incorporated herein by reference.
On September 24, 2020, the Company distributed to its employees an email addressing questions
concerning the mechanics of the tender offer process. The full text of the email is filed as Exhibit (a)(18) hereto and is incorporated herein by reference.
Item 9, Exhibits is hereby amended and supplemented by adding to the list of exhibits, immediately following the exhibit listed as Exhibit
(a)(15):