According to the Complaint, Aimmune Therapeutics, Inc. is a clinical-stage biopharmaceutical company that develops and commercializes product candidates for the treatment of peanut and other food allergies.

On August 31, 2020, Aimmune issued a press release announcing the Proposed Transaction. The terms of the Proposed Transaction were memorialized in an August 30, 2020, filing with the Securities and Exchange Commission (“SEC”) on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, a subsidiary of Sociétés des Produits Nestlé S.A. ("Parent") will commence a tender offer to acquire all of the outstanding shares of Aimmune’s common stock at a price of $34.50 per share in cash.

On September 14, 2020, Aimmune filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC in support of the Proposed Transaction. The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons. The Complaint further alleges that the Recommendation Statement omits and/or misrepresents material information concerning, among other things: (a) the sales process leading to the Proposed Transaction; (b) the financial projections for Aimmune, provided by Aimmune to the Independent Board Members’ financial advisors; and (c) the data and inputs underlying the financial valuation analyses, if any, that purport to support the fairness opinions from the financial advisors to the Independent Board Members.

This case was voluntarily dismissed on November 12, 2020. A related case continues under Docket 20-CV-06733 in the Northern District of California.