Nestlé Health Science to acquire Aimmune in US$2.6 billion move

31 Aug 2020 --- Nestlé Health Science (NHSc) has entered into a definitive agreement to acquire Aimmune Therapeutics, which is a biopharmaceutical company developing treatments for life-threatening food allergies. NHSc already has a total investment of US$473 million in Aimmune, an approximate 26 percent equity ownership stake. The value of the acquisition is estimated at US$2.6 billion and is expected to close in the fourth quarter of 2020. The move extends NHSc’s food allergy portfolio, creating a broader spectrum of solutions for children living with food allergies, the company says.

“The goal is to create a world leader in the food allergy space. With NHSc’s strong expertise in pediatric food allergies and Aimmune’s innovation, we are confident we can help transform the lives of millions of people around the world who suffer from food allergies,” Jacquelyn Campo, Senior Director of Communications at Nestlé, tells NutritionInsight.

Reducing the severity of allergic reactions
NHSc is already active in pediatric food allergies with a range of products for managing food allergies. Campo notes that one example is SpoonfulOne, which is for allergy protection.Other solutions include Alfamino, Althera and Alfare for babies with Cow’s Milk Protein Allergy (CMPA) and other food intolerances. Campo shares that the company is also in a partnership development for a patch to diagnose CMPA in babies.

The addition of Aimmune’s Palforzia is significant as it is the first and only US Food and Drug Administration (FDA)-approved treatment to help reduce the frequency and severity of allergic reaction to peanuts, including anaphylaxis, in children aged four through 17. Palforzia offers a long sought-after solution for peanut-allergic patients other than avoidance, Aimmune says.

With Aimmune’s Palforzia, the only approved food allergy treatment in the world, NHSc will cover the spectrum from diagnosis to treatment.

“With Aimmune’s Palforzia, the only approved food allergy treatment in the world, we will cover the spectrum from diagnosis to treatment,” Campo notes.

“Delivering Palforzia 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. 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,” highlights Jayson Dallas, President and Chief Executive Officer of Aimmune.

Campo adds that Aimmune has a strong pipeline and is also looking into different opportunities, beyond peanuts, such as eggs and multi-nut tree allergies, including almond, pecan and cashew.

Terms of the transaction
NHSc made its initial investment of US$145 million in Aimmune in November 2016, followed by further investments of US$30 million in February 2018, US$98 million in November 2018 and US$200 million in January 2020.

Under the terms of the merger agreement, Nestlé’s wholly-owned subsidiary, Société des Produits Nestlé (SPN), will commence a cash tender offer to acquire all outstanding shares of Aimmune common stock that are not already owned by NHSc for US$34.50 per share in cash, representing a total enterprise value, including the shares of Aimmune held by NHSc, of approximately US$2.6 billion. The US$34.50 per share acquisition price represents a 174 percent premium to Aimmune’s closing share price on August 28 of US$12.60.

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. The outstanding shares not tendered in the offer will be converted into the right to receive the same US$34.50 per share consideration.

Nestlé plans to finance the transaction with cash on hand. Subject to the satisfaction or waiver of customary closing conditions. The move is expected to be accretive to Nestlé’s organic growth in 2021 and to cash earnings by 2022 to 2023.

“As for more acquisitions, we are a growing and dynamic company. We certainly keep our eyes open all the time for opportunities that will help grow our business while fulfilling our mission of empowering healthier lives through nutrition,” Campo concludes.

Indeed NHSc has had a year of important acquisitions. In June it acquired the majority stake in Vital Proteins, a key US collagen player featuring a lifestyle and wellness platform offering supplements, beverages and food products. Also in June, NHSc incorporated Bioiberica’s patented ingredient, Mobilee, into its existing Meritene Mobilis joint health drink mix.

Earlier this month, NHSc and Israel-based biomedical company Epitomee entered into a strategic partnership to develop and commercialize a polymer-based ingestible capsule aimed at promoting weight loss and digestive health. In addition, NHSc agreed to acquire IM HealthScience’s products, which offer dietary, digestive and sleep solutions.

By Kristiana Lalou

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