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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Aimmune Therapeutics, Inc.    AIMT

AIMMUNE THERAPEUTICS, INC.

(AIMT)
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AIMMUNE THERAPEUTICS, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers (form 8-K)

10/19/2020 | 05:07pm EST

Item 1.02 Termination of a Material Definitive Agreement

Effective as of October 13, 2020, immediately following consummation of the Merger, the Company terminated the Company's 2015 Equity Incentive Award Plan, 2015 Employee Stock Purchase Plan and 2013 Stock Plan.

In addition, on October 13, 2020 and in connection with the consummation of the Offer and the Merger, the Company prepaid in full all of its outstanding obligations in respect of principal, interest, expenses, fees and other charges under the Credit Agreement, dated January 3, 2019 (the "Credit Agreement"), among the Company, the lenders from time to time party thereto and Cortland Capital Market Services LLC, as administrative agent and collateral agent. The aggregate prepayment amount was approximately $148.1 million (the "Payoff Amount") and, upon payment of the Payoff Amount, the obligations of the Company and its subsidiaries to the lenders thereunder were satisfied in full, the Credit Agreement and all related loan documents were terminated and all liens and security interests granted thereunder were released and terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on October 13, 2020, Merger Sub irrevocably accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date. On October 13, 2020, the Merger was effected pursuant to Section 251(h) of the DGCL without a vote of the Company's stockholders, with the Company continuing as the surviving corporation in the Merger. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Nestlé.

The aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares owned by Nestlé or Merger Sub), was approximately $1.87 billion. Affiliates of Nestlé provided Merger Sub with the necessary funds to fund the Offer and the Merger from their cash on hand.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.04 Triggering Events That Accelerate of Increase a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement

Consummation of the Offer resulted in a change of control of the Company under the Credit Agreement, which constituted an Event of Default under the Credit Agreement. The information contained in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing

In connection with the consummation of the Merger, (i) the Company notified The Nasdaq Stock Market ("Nasdaq") of the consummation of the Merger and (ii) Nasdaq (x) halted trading in the Shares prior to market open on the morning of October 13, 2020 and thereafter suspended trading of the Shares on Nasdaq and (y) filed with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Shares be deregistered under Section 12(g) of the Exchange Act, at the time such filing is permitted under SEC rules.

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Item 3.03 Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 1.02, 2.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant

As a result of the Offer and the Merger, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly owned subsidiary of Nestlé. The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

Upon completion of the Merger on October 13, 2020, Andrew Oxtoby, James Pepin, and Baird Radford became the members of the Company's board of directors. Accordingly, each of Jayson D.A. Dallas, M.D., Mark T. Iwicki, Greg Behar, Brett Haumann, M.D., Mark McDade, Stacey Seltzer, Patrick Enright, and Kathryn Falberg ceased serving as members of the Company's board of directors at the Effective Time. These departures were solely in connection with the Merger and not a result of any disagreement with the Company, its management or its board of directors.

Immediately following the Effective Time, (i) Jayson Dallas ceased serving as President and Chief Executive Officer of the Company, (ii) Eric Bjerkholt ceased serving as Chief Financial Officer of the Company, (iii) Daniel Adelman ceased serving as Chief Medical Officer of the Company, (iv) Andrew Oxtoby ceased serving as Chief Commercial Officer of the Company and (v) Douglas Sheehy ceased serving as General Counsel and Secretary of the Company. Immediately following the Effective Time, each of the following persons was appointed to the position within the Company opposite their name: (a) Andrew Oxtoby - Chief Executive Officer and President, (b) Baird Radford - Chief Financial Officer and Treasurer and (c) James Pepin - Senior Vice President and General Counsel and Secretary.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement (the "Second Amended and Restated Certificate of Incorporation") and the Company's Amended and Restated Bylaws were amended and restated to read in their entirety as the bylaws of Merger Sub immediately prior to the Effective Time (the "Second Amended and Restated Bylaws").

Copies of the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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Exhibit
  No.                                    Description

 2.1          Agreement and Plan of Merger, dated as of August 29, 2020, by and
            among Nestlé, Merger Sub and the Company (incorporated by reference to
            Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
            August 31, 2020)

 3.1          Second Amended and Restated Certificate of Incorporation of the
            Company

 3.2          Second Amended and Restated Bylaws of the Company

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

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