and beyond. In the Least Favorable Scenario, management assumed very modest Palforzia increases in 2020 with the lingering effect of COVID-19 lasting well
into 2021 and thereby lowering revenues for several years to come. Because of such assumptions, over the period 2020-2022 the cumulative difference in Net Income between the Most Favorable Scenario and the Least Favorable Scenario is
$337 million.
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The third sentence in the first paragraph under the heading Opinion of Lazard
Frères & Co. LLC Miscellaneous is hereby deleted and replaced with the following two sentences:
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Lazard has in the two years prior to the delivery of its opinion on August 28, 2020 provided certain investment banking services to
LOréal S.A. or its subsidiaries, for which Lazard has received and may receive compensation. Nestlé owns an approximately 23.29% stake in LOréal S.A. whereas another unaffiliated investor owns an approximately 33.27%
stake in LOréal S. A.
Item 8.
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Additional Information.
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Item 8. Additional Information of the Schedule 14D-9 is hereby amended and supplemented by including
the following subsection:
Legal Proceedings.
As of September 28, 2020, eight lawsuits have been filed by alleged Company stockholders challenging the Merger. A putative class
action complaint captioned Shah v. Aimmune Therapeutics, Inc., et al., Case No. 5:20-cv-06609, was filed by Manisha Shah in the United States District Court for
the Northern District of California on September 21, 2020. A complaint captioned Davis v. Aimmune Therapeutics, Inc., et al., Case No. 1:20-cv-04518, was
filed by Kenneth Davis in the United States District Court for the Eastern District of New York on September 23, 2020. A complaint captioned Fenton et al. v. Aimmune Therapeutics, Inc., et al., Case No. 1:20-cv-07907, was filed by Shaun Fenton and Katherine Gadsby in the United States District Court for the Southern District of New York on September 24, 2020. A putative
class action complaint captioned Rosenblatt v. Aimmune Therapeutics, Inc., et al., Case No. 1:20-cv-01289, was filed by Jordan Rosenblatt in the United States
District Court for the District of Delaware on September 24, 2020. A complaint captioned Bushansky v. Aimmune Therapeutics, Inc., et al., Case
No. 3:20-cv-06718, was filed by Stephen Bushansky in the United States District Court for the Northern District of California on September 25, 2020. A putative
class action complaint, captioned Germano v. Aimmune Therapeutics, Inc., et al., Case No. 3:20-cv-06733, was filed by Steven Germano in the United States
District Court for the Northern District of California on September 25, 2020. A complaint captioned Tsenter v. Aimmune Therapeutics, Inc., et al., Case
No. 1:20-cv-07989, was filed by Dima Tsenter in the United States District Court for the Southern District of New York on September 25, 2020. A complaint
captioned Wodarski v. Aimmune Therapeutics, Inc., et al., Case No. 1:20-cv-01299, was filed by Ryan Wodarski in the United States District Court for the
District of Delaware on September 28, 2020. The Shah, Davis, Fenton, Bushansky, Germano and Tsenter complaints name as defendants the Company and certain members of the Company Board. The Rosenblatt
and Wodarski complaints name as defendants the Company, certain members of the Company Board, Parent, and Purchaser.
Each of the
complaints allege violations of Sections 14(e) and 20(a) of the Exchange Act, and allege generally that the recommendation statement on Schedule 14D-9, filed with the SEC on September 14, 2020,
omits material information with respect to the proposed transaction, which renders such recommendation statement false and misleading. Each of the complaints, except for the Bushansky, Germano and Wodarski complaints, allege
violations of Section 14(d)(4) of the Exchange Act. Each of the complaints, except for the Bushansky and Germano complaints, allege violations of Rule 14d-9. The Shah and
Germano complaints also allege that the defendants breached their fiduciary duties in connection with the Merger.
Each of the
complaints seek preliminary and permanent injunction of the proposed transaction and, if the Merger is consummated, rescission or damages. In addition, the complaints seek attorneys and experts fees and expenses.