SC 13E3

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

 

 

AIMMUNE THERAPEUTICS, INC.

(Name of the Issuer)

 

 

Aimmune Therapeutics, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00900T107

(CUSIP Number of Class of Securities)

Jayson Dallas, M.D.

President and Chief Executive Officer

Aimmune Therapeutics, Inc.

8000 Marina Blvd, Suite 300

Brisbane, CA 94005

(650) 614-5220

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to:

Patrick Pohlen

Luke Bergstrom

Brett Urig

Latham & Watkins LLP

505 Montgomery Street

Suite 2000

San Francisco, CA 94111

Telephone: (415) 391-0600

Facsimile: (415) 395-8095

 

 

This statement is filed in connection with (check the appropriate box):

 

a. 

    The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. 

    The filing of a registration statement under the Securities Act of 1933.

c. 

    A tender offer.

d. 

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Calculation of Filing Fee

 

Transaction Valuation*   Amount of Filing Fee**
$1,990,773,406.50   $258,402.39
*

Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated by multiplying (i) the sum of (a) 53,029,491, which is the difference between 65,766,796, the number of shares of common stock, par value $0.0001 per share, of Aimmune Therapeutics, Inc. (the “Company” and, such common stock, the “Shares”) outstanding, and 12,737,305, which is the sum of 12,727,113, the number of Shares held by Société des Produits Nestlé S.A. (“Parent”), and 10,192, the number of shares of Aimmune Common Stock held by Greg Behar, (b) 314,549 Shares subject to restricted stock units that will vest on or prior to October 9, 2020, (c) 4,268,896 Shares subject to outstanding stock options exercisable on or prior to October 9, 2020, and (d) 90,641 Shares estimated to be subject to issuance pursuant to Aimmune’s 2015 Employee Stock Purchase Plan, by (ii) $34.50, the offer price per Share. The foregoing figures are based on information provided by the Company as of September 10, 2020 (other than the number of shares beneficially owned by Parent, which was determined by Parent).

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #1 for Fiscal Year 2020 issued by the Securities and Exchange Commission, by multiplying the Transaction Valuation by 0.0001298.

 

☒ 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

 

Amount Previously Paid: $258,402.39    Filing Party: Société des Produits Nestlé S.A.
Form or Registration No.: Schedule TO    Date Filed: September 14, 2020

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 


INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits and annexes attached hereto (this “Schedule 13E-3”), is being filed by Aimmune Therapeutics, Inc., a Delaware corporation (the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below.

This Schedule 13E-3 relates to the cash tender 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 acquire all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of the Company owned by the stockholders of the Company other than Parent and its affiliates (the “Unaffiliated Stockholders”) at an offer price per Share equal to $34.50, net to the seller thereof in cash, without interest and subject to any required withholding of taxes. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of August 29, 2020 (the “Merger Agreement”), by and among Parent, Purchaser and the Company, under which, after the satisfaction or waiver of certain conditions and the completion of the Offer, Purchaser will be merged with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) without a vote of the Company’s stockholders, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Surviving Corporation”). The terms of the Offer, and the conditions to which it is subject, are set forth in the combined Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO by Purchaser and Parent on September 14, 2020 (as amended or supplemented from time to time, the “Schedule TO”), which contain as exhibits an Offer to Purchase dated September 14, 2020 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”, which together with the Offer to Purchase, together with any amendments or supplements thereto, collectively constitute the “Offer”).


In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on September 14, 2020 (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Offer to Purchase, including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.

SPECIAL FACTORS

Purposes, Alternatives, Reasons and Effects

(a) Purposes

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 7. Purposes of the Transaction and Plans or Proposals

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 1. Background

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

(b) Alternatives

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

Special Factors—Section 1. Background”

(c) Reasons

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation


The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

(d) Effects

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger”

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Current Executive Officers and Directors of the Company”

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 5. Persons/Assets Retained, Employed, Compensated or Used

 

   

Item 8. Additional Information

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 7. Appraisal Rights; Rule 13e-3”

 

   

The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger

 

   

The Tender Offer—Section 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

 

   

Special Factors—Section 5. Effects of the Offer—Effects of the Offer and Merger Generally”

 

   

Special Factors—Section 6. Summary of the Merger Agreement”

Fairness of the Transaction

(a) Fairness

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Recommendation of the Company Board”

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune”

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

(b) Factors Considered in Determining Fairness

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation


   

Item 4. The Solicitation or Recommendation—Opinions of the Company’s Financial Advisors

 

   

Item 4. The Solicitation or Recommendation—Company Management’s Unaudited Prospective Financial InformationCompany Management’s Unaudited Prospective Financial Information Generally

 

   

Item 4. The Solicitation or Recommendation—Company Management’s Unaudited Prospective Financial Information—Company Management Projections

 

   

Annex B—Opinion of J.P. Morgan Securities LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(1) attached hereto)

 

   

Annex C—Opinion of Lazard Frères & Co. LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(2) attached hereto)

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune”

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

(c) Approval of Security Holders

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 8. Additional Information—Stockholder Approval Not Required

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

The Tender Offer—Section 1. Terms of the Offer

 

   

Special Factors—Section 6. Summary of the Merger Agreement

(d) Unaffiliated Representative

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation—Fairness of the Offer

(e) Approval of Directors

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

 

   

Item 4. The Solicitation or Recommendation—Recommendation of the Company Board”

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following heading is incorporated by reference:

 

   

Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune”

(f) Other Offers

Not Applicable.

Reports, Opinions, Appraisals and Negotiations

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal


The information set forth in Exhibit (c)(1) through Exhibit (c)(4) attached hereto is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

 

   

Annex B—Opinion of J.P. Morgan Securities LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(1) attached hereto)

 

   

Annex C—Opinion of Lazard Frères & Co. LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(2) attached hereto)

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 5. Persons/Assets Retained, Employed, Compensated or Used

The information set forth in the Offer to Purchase under the following heading is incorporated by reference:

 

   

Special Factors—Section 1. Background”

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

(c) Availability of Documents

The reports, opinions or appraisals referenced in Item 9 of this Schedule 13E-3 are available for inspection and copying at the Company’s principal executive offices located at 8000 Marina Blvd, Suite 300, Brisbane, California 94005, during regular business hours, by any interested stockholder of the Company or a representative of such interested stockholder who has been so designated in writing by such interested stockholder and at the expense of the requesting security holder.

 

ITEM 1.

SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

 

ITEM 2.

SUBJECT COMPANY INFORMATION.

(a) Name and Address

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 1. Subject Company Information—Name and Address

(b) Securities

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 1. Subject Company Information—Securities

(c) Trading Market and Price

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

The Tender Offer—Section 6. Price Range of Shares; Dividends

(d) Dividends

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

The Tender Offer—Section 6. Price Range of Shares; Dividends


(e) Prior Public Offerings

In February and March 2018, the Company issued and sold an aggregate of 6,325,000 Shares in an underwritten public offering at a price to the public of $32.00 per share for total net proceeds of $190.5 million (the “2018 Offering”). An affiliate of Parent purchased 937,500 Shares in the 2018 Offering for an aggregate purchase price of $30.0 million.

(f) Prior Stock Purchases

Not applicable.

 

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON.

(a) Name and Address

The filing person is the subject company.

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Name and Address

 

   

Item 2. Identity and Background of Filing Person—Business and Background of the Company’s Directors and Executive Officers

 

   

Annex A—Business and Background of the Company’s Directors and Executive Officers” (attached to the Schedule 14D-9)

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

The Tender Offer—Section 9. Certain Information Concerning Purchaser and Nestlé

 

   

Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers Of Nestlé And Purchaser” (attached to the Offer to Purchase)

(b) Business and Background of Entities

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

The Tender Offer—Section 9. Certain Information Concerning Purchaser and Nestlé

 

   

Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers Of Nestlé And Purchaser” (attached to the Offer to Purchase)

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

(c) Business and Background of Natural Persons

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Business and Background of the Company’s Directors and Executive Officers

 

   

Annex A—Business and Background of the Directors and Executive Officers” (attached to the Schedule 14D-9)

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

The Tender Offer—Section 9. Certain Information Concerning Purchaser and Nestlé

 

   

Schedule A—Information Concerning Members of the Boards of Directors and the Executive Officers Of Nestlé And Purchaser” (attached to the Offer to Purchase)


ITEM 4.

TERMS OF THE TRANSACTION.

(a) Material Terms

(1) Tender Offers

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

The Tender Offer—Section 1. Terms of the Offer

 

   

Special Factors—Section 6. Summary of the Merger Agreement—The Offer

 

   

Special Factors—Section 6. Summary of the Merger Agreement—Extensions of the Offer

 

   

“The Tender Offer—Section 4. Withdrawal Rights

 

   

The Tender Offer—Section 3. Procedures for Tendering Shares

 

   

The Tender Offer—Section 2. Acceptance for Payment and Payment for Shares

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger”

 

   

Special Factors—Section 5. Effects of the Offer—Effects of the Offer and Merger Generally”

 

   

Special Factors—Section 7. Appraisal Rights; Rule 13e-3”

 

   

The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger

(2) Mergers or Similar Transactions

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 8. Additional Information—Stockholder Approval Not Required

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 6. Summary of the Merger Agreement

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger”

 

   

Special Factors—Section 5. Effects of the Offer—Effects of the Offer and Merger Generally”

 

   

Special Factors—Section 7. Appraisal Rights; Rule 13e-3”

 

   

The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger


(c) Different Terms

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements

 

   

Item 8. Additional Information—Named Executive Officer Golden Parachute Compensation

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 10. Interests of Certain Aimmune Directors and Executive Officers in the Offer and the Merger

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

(d) Appraisal Rights

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 8. Additional Information—Appraisal Rights

 

   

Annex D—Section 262 of the Delaware General Corporation Law—Rights of Appraisal

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 7. Appraisal Rights; Rule 13e-3

 

   

Schedule C—General Corporation Law of Delaware Section 262 Appraisal Rights

(e) Provisions for Unaffiliated Security Holders

The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.

(f) Eligibility for Listing or Trading

Not applicable.

 

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) Transactions

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 10. Interests of Certain Aimmune Directors and Executive Officers in the Offer and the Merger

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune

(b) Significant Corporate Events

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation


The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune

 

   

Special Factors—Section 1. Background

(c) Negotiations or Contacts

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune

 

   

Special Factors—Section 1. Background”

(e) Agreements Involving the Subject Company’s Securities

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune

 

   

Special Factors—Section 6. Summary of the Merger Agreement”

 

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) Use of Securities Acquired

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

The Tender Offer—Section 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

 

   

Special Factors—Section 5. Effects of the Offer—Effects of the Offer and Merger Generally”

 

   

Special Factors—Section 6. Summary of the Merger Agreement”

(c)(1)-(8) Plans

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 7. Purposes of the Transaction and Plans or Proposals


The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

The Tender Offer—Section 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

 

   

Special Factors—Section 5. Effects of the Offer—Effects of the Offer and Merger Generally”

 

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) Purposes

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 7. Purposes of the Transaction and Plans or Proposals

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

(b) Alternatives

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

Special Factors—Section 1. Background”

(c) Reasons

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

(d) Effects

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger”


   

Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Current Executive Officers and Directors of the Company”

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 5. Persons/Assets Retained, Employed, Compensated or Used

 

   

Item 8. Additional Information

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Special Factors—Section 7. Appraisal Rights; Rule 13e-3”

 

   

The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger

 

   

The Tender Offer—Section 7. Possible Effects of the Offer; Nasdaq Listing; Exchange Act Registration

 

   

Special Factors—Section 2. Purpose of and Reasons for the Offer and the Merger; Plans for Aimmune after the Offer and the Merger

 

   

Special Factors—Section 5. Effects of the Offer—Effects of the Offer and Merger Generally”

 

   

Special Factors—Section 6. Summary of the Merger Agreement”

 

ITEM 8.

FAIRNESS OF THE TRANSACTION.

(a) Fairness

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Recommendation of the Company Board”

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune”

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

(b) Factors Considered in Determining Fairness

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 4. The Solicitation or Recommendation—Opinions of the Company’s Financial Advisors

 

   

Item 4. The Solicitation or Recommendation—Company Management’s Unaudited Prospective Financial InformationCompany Management’s Unaudited Prospective Financial Information Generally

 

   

Item 4. The Solicitation or Recommendation—Company Management’s Unaudited Prospective Financial Information—Company Management Projections”

 

   

Annex B—Opinion of J.P. Morgan Securities LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(1) attached hereto)

 

   

Annex C—Opinion of Lazard Frères & Co. LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(2) attached hereto)


The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 1. Background”

 

   

Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune”

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

(c) Approval of Security Holders

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 8. Additional Information—Stockholder Approval Not Required” is incorporated herein by reference.

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

The Tender Offer—Section 1. Terms of the Offer

 

   

Special Factors—Section 6. Summary of the Merger Agreement

(d) Unaffiliated Representative

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation—Fairness of the Offer

(e) Approval of Directors

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

 

   

Item 4. The Solicitation or Recommendation—Recommendation of the Company Board”

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following heading is incorporated by reference:

 

   

Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune”

(f) Other Offers

Not Applicable.

 

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal

The information set forth in Exhibit (c)(1) through Exhibit (c)(4) attached hereto is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

 

   

Annex B—Opinion of J.P. Morgan Securities LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(1) attached hereto)

 

   

Annex C—Opinion of Lazard Frères & Co. LLC” (attached to the Schedule 14D-9 and set forth in Exhibit (c)(2) attached hereto)


   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

 

   

Item 5. Persons/Assets Retained, Employed, Compensated or Used

The information set forth in the Offer to Purchase under the following heading is incorporated by reference:

 

   

Special Factors—Section 1. Background”

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

(c) Availability of Documents

The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at the Company’s principal executive offices located at 8000 Marina Blvd, Suite 300, Brisbane, California 94005, during regular business hours, by any interested stockholder of the Company or a representative of such interested stockholder who has been so designated in writing by such interested stockholder and at the expense of the requesting security holder.

 

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) Source of Funds; Conditions

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 2. Identity and Background of Filing Person—Tender Offer and Merger

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

The Tender Offer—Section 10. Source and Amount of Funds

(c) Expenses

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 5. Persons/Assets Retained, Employed, Compensated or Used”.

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

The Tender Offer—Section 14. Fees and Expenses

(d) Borrowed Funds

Not applicable.

 

ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities Ownership

The information set forth in Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements”.

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune

 

   

Schedule B—Security Ownership and Transactions in the Shares by Nestlé, Purchaser and their Respective Directors and Executive Officers” (attached to the Offer to Purchase)


(b) Securities Transactions

The information set forth in Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with the Company’s Directors and Executive Officers

 

   

Item 6. Interest in Securities of the Subject Company

The information set forth in the Offer to Purchase under the follow headings are incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

   

Special Factors—Section 9. Certain Agreements between Nestlé and its Affiliates and Aimmune

 

   

Schedule B—Security Ownership and Transactions in the Shares by Nestlé, Purchaser and their Respective Directors and Executive Officers” (attached to the Offer to Purchase)

 

ITEM 12.

THE SOLICITATION OR RECOMMENDATION.

(d) Intent to Tender or Vote in a Going-Private Transaction

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Intent to Tender

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

(e) Recommendations of Others

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 4. The Solicitation or Recommendation—Recommendations of the Company Board

 

   

Item 4. The Solicitation or Recommendation—Background and Reasons for the Company Board’s Recommendation

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

 

   

Summary Term Sheet

 

   

Introduction

 

   

“Special Factors—Section 4. Position of Nestlé and Purchaser Regarding Fairness of the Offer and the Merger”

 

   

Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Aimmune

 

ITEM 13.

FINANCIAL STATEMENTS.

(a) Financial Information

The audited financial statements of the Company as of and for the fiscal years ended December 31, 2018 and December 31, 2019 are incorporated herein by reference to “Part II - Item 8. Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2020. The unaudited consolidated financial statements of the Company for the six months ended June 30, 2020 filed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed with the SEC on July 31, 2020, including the section in the Form 10-Q titled “Item 1. Financial Statements (Unaudited)” are incorporated herein by reference.


The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

The Tender Offer—Section 8. Certain Information Concerning Aimmune

(b) Pro Forma Information

Not applicable.

 

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 5. Persons/Assets Retained, Employed, Compensated or Used

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

 

   

The Tender Offer—Section 14. Fees and Expenses

 

ITEM 15.

ADDITIONAL INFORMATION.

(b) Golden Parachute Payments

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

 

   

Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with the Company’s Directors and Executive Officers—Golden Parachute Compensation

 

   

Item 8. Additional Information—Named Executive Officer Golden Parachute Compensation

(c) Other Material Information

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

 

   

Item 8. Additional Information

 

ITEM 16.

EXHIBITS.

The following exhibits are filed herewith:

 

Exhibit

No.

  Description
(a)(1)   Offer to Purchase, dated September 14, 2020 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Parent and Purchaser with the SEC on September 14, 2020 (the “Schedule TO”)).
(a)(2)   Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9) (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).
(a)(3)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).
(a)(4)   Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).
(a)(5)   Summary Newspaper Advertisement, as published in the Wall Street Journal on September 14, 2020 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO).
(a)(6)   Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on September 14, 2020).
(a)(8)   Press Release issued by the Company, dated August 31, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2020).


(a)(9)   Press release issued by Parent on August 31, 2020 (incorporated by reference to Exhibit 99.1 to Parent’s Schedule TO-C filed with the SEC on August 31, 2020).
(a)(10)   Email to the Company’s employees distributed on August 31, 2020 from Jayson Dallas, President and Chief Executive Officer of the Company (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14D-9-C filed with the SEC on August 31, 2020).
(a)(11)   Questions and Answers to the Company’s employees distributed on August 31, 2020 (incorporated by reference to Exhibit 99.3 to the Company’s Schedule 14D-9-C filed with the SEC on August 31, 2020).
(a)(12)   Employee Town Hall Presentation presented on August 31, 2020 (incorporated by reference to Exhibit 99.2 the Company’s Schedule 14D-9-C filed on filed with SEC on August 31, 2020).
(a)(13)   Social Media Posts published on August 31, 2020 (incorporated by reference to the Company’s Schedule 14D-9-C filed with the SEC on August 31, 2020).
(a)(14)   Letter to Stockholders of the Company, dated September 14, 2020, from Jayson Dallas, President and Chief Executive Officer of the Company (incorporated by reference to Exhibit (a)(13) to the Company’s Schedule 14D-9 filed with the SEC on September 14, 2020).
(a)(15)   Press Release issued by Parent on September 14, 2020 (incorporated by reference to Exhibit 99.1 to Parent’s Schedule TO-C filed with the SEC on September 14, 2020).
(c)(1)   Opinion of J.P. Morgan Securities LLC, dated August 28, 2020 (incorporated by reference to Annex B attached to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on September 14, 2020).
(c)(2)   Opinion of Lazard Frères & Co. LLC, dated as of August 28, 2020 (incorporated by reference to Annex C attached to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on September 14, 2020).
(c)(3)*   Presentation of J.P. Morgan Securities LLC to the Independent Directors of the Board of Directors of the Company, dated August 28, 2020.
(c)(4)*   Presentation of Lazard Frères & Co. LLC to the Independent Directors of the Board of Directors of the Company, dated August 28, 2020.
(d)(1)   Agreement and Plan of Merger, dated as of August 29, 2020, among Parent, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2020).
(d)(2)   Confidentiality Agreement, dated as of July 25, 2020, between Parent and the Company (incorporated by reference to Exhibit (d)(6) to the Schedule TO).
(d)(3)   2013 Stock Plan (incorporated by reference to Exhibit 10.5(a) to the Company’s Registration Statement on Form S-1 filed with the SEC on July 6, 2015).
(d)(4)   Amendment to the 2013 Stock Plan, dated January 20, 2015 (incorporated by reference to Exhibit 10.5(b) to the Company’s Registration Statement on Form S-1 filed with the SEC on July 6, 2015).
(d)(5)   Form of Stock Option Grant Notice and Stock Option Agreement under the 2013 Stock Plan (incorporated by reference to Exhibit 10.5(c) to the Company’s Registration Statement on Form S-1 filed with the SEC on July 6, 2015).
(d)(6)   Form of Restricted Stock Purchase Grant Notice and Restricted Stock Purchase Agreement under the 2013 Stock Plan (incorporated by reference to Exhibit 10.5(d) to the Company’s Registration Statement on Form S-1 filed with the SEC on July 6, 2015).


(d)(7)   2015 Equity Incentive Annual Plan (incorporated by reference to Exhibit 92.2(a) to the Company’s Registration Statement on Form S-8 filed with the SEC on August 11, 2015).
(d)(8)   Form of Stock Option Grant Notice and Stock Option Agreement under the 2015 Equity Incentive Annual Plan (as amended and restated) (incorporated by reference to Exhibit 10.6(b) to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 27, 2015).
(d)(9)   Form of Restricted Stock Award Agreement and Restricted Stock Unit Award Grant Notice under the 2015 Equity Incentive Annual Plan (incorporated by reference to Exhibit 10.6(c) to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 27, 2015).
(d)(10)   Aimmune Therapeutics, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on August 11, 2015).
(d)(11)   Transition and Separation Agreement, dated November 5, 2017, by and between the Company and Stephen G. Dilly, M.B.B.S., Ph.D. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2017).
(d)(12)   Amendment Letter, dated December 27, 2018, by and between the Company and Stephen G. Dilly, M.B.B.S., Ph.D. (incorporated by reference to Exhibit 10.10(b) to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2019).
(d)(13)   Letter Agreement, dated June 13, 2019, between the Company and Stephen G. Dilly, M.B.B.S., Ph.D. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019).
(d)(14)   Letter Agreement, dated December 19, 2019, between the Company and Stephen G. Dilly, M.B.B.S., Ph.D. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2019).
(d)(15)   Executive Employment Agreement, dated June 4, 2018, by and between the Company and Jayson Dallas M.D. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2018).
(d)(16)   Executive Employment Agreement, dated April 4, 2016, by and between the Company and Douglas T. Sheehy (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 16, 2016).
(d)(17)   Executive Employment Agreement, dated June 16, 2016, by and between the Company and Daniel Adelman (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2016).
(d)(18)   Executive Employment Agreement, dated April 28, 2017, by and between the Company and Eric H. Bjerkholt (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2017).
(d)(19)   Executive Employment Agreement, dated January 22, 2019, by and between the Company and Andrew Oxtoby (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2019).
(d)(20)   Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2019).
(d)(21)   Aimmune Therapeutics, Inc. Corporate Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2016).


(d)(22)   Amended and Restated Registration Rights Agreement, dated February 4, 2020, by and between the Company and Nestlé Health Science US Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2020).
(d)(23)   Amended and Restated Standstill Agreement, dated February 4, 2020, by and between the Company and Nestlé Health Science US Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2020)
(d)(24)†   Amended and Restated Strategic Collaboration Agreement, dated February 4, 2020, by and between the Company and Société des Produits Nestlé S.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed with the SEC on February 5, 2020).
(d)(25)   Securities Purchase Agreement, dated February 4, 2020, by and between the Company and Nestlé Health Science US Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report filed with the SEC on February 5, 2020).
(d)(26)   Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 27, 2015).
(d)(27)   Supplemental Terms to the Confidentiality Agreement, dated August 20, 2020, by and among Parent and its affiliates and the Company (incorporated by reference to Exhibit (d)(7) to the Schedule TO).
(f)   Section 262 of the Delaware General Corporation Law—Appraisal Rights (incorporated by reference to Annex D of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on September 14, 2020).

 

*

Filed herewith

Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.


SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-3 is true, complete and correct.

Dated: September 14, 2020

 

Aimmune Therapeutics, Inc.
By:   /s/ Douglas Sheehy
Name:   Douglas Sheehy
Title:   General Counsel and Secretary
EX-99.(c)(3)

Exhibit (C)(3)

 

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S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L Project Tropics: Fairness opinion materials August 28, 2020


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C O N F I D E N T I A L This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan. The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan. J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors. Changes to Interbank Offered Rates (IBORs) and other benchmark rates: Certain interest rate benchmarks are, or may in the future become, subject to ongoing international, national and other regulatory guidance, reform and proposals for reform. For more information, please consult: https://www.jpmorgan.com/global/disclosures/interbank_offered_rates IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. J.P. Morgan is the marketing name for the Corporate and Investment Banking activities of JPMorgan Chase Bank, N.A., JPMS (member, NYSE), J.P. Morgan PLC authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority) and their investment banking affiliates. P R O J E C T T R O P I C S


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C O N F I D E N T I A L Agenda Page 1 Situation overview 1 2 Valuation analysis 5 3 Appendix 12 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Papaya – Public market overview LTM stock price chart and recent key events Public market overview 150% $mm, except per share data 1 Papaya NBI S&P 500 Share price as of 08/27/20 $11.99 09/13/19: FDA Allergenic 02/05/20: Licenses exclusive WW rights to 07/21/20: Publishes full % of 52-week high 32.4% 2 Products Advisory Committee Xencor’s XmAb7195 for development of next- results of pivotal Phase 3 Diluted shares (mm) 72.3 votes to support the use of gen food allergy treatments and announces European ARTEMIS trial Palforzia for peanut allergy $200mm equity investment by Mango Market value of equity $867 100% 11/06/19: Announces third 03/13/20: Announces data suggesting increased 3 Less: Cash ($318) quarter 2019 financial results desensitization, improved tolerability and continued 3 immunomodulation after 18-24 months of treatment Plus: Debt 139 05/11/20: Announces Firm value $688 first quarter 2020 financial results Street estimates (for reference only) 50% FYE 12/31 2020E 2021E 2022E +29.9% Revenue $7 $101 $254 % growth NA NM 152.7% +21.4% EBIT ($275) ($204) ($77) % margin NM NM NM 0% Trading multiples 2020E 2021E 2022E 11/08/19: New data presented at FV / Revenue NM 6.8x 2.7x ACAAI highlights emotional (37.7%) impact of peanut allergies, 01/31/20: FDA Returns comparison shows importance of clinical approves Palforzia 06/08/20: Two-year data shows on-going safety and (50)% history in identifying AR101-as first treatment for efficacy and continued immunomodulation; patients Re turns P a pa ya NBI S &P 5 0 0 eligible patients, demonstrates peanut allergy are highly satisfied with the efficacy after 9 months consistent efficacy and safety of 1- month (18.1%) (5.3%) 7.6% AR101 and indicates comparable 02/27/20: Announces 03/16/20: Announces first U.S. 07/30/20: clinical practice logistics to fourth quarter and full patients are being treated with Announces second 3- month (29.9%) 0.7% 14.8% implement OIT and year 2019 financial newly-approved Palforzia, the first quarter 2020 environmental allergy shots results treatment for peanut allergy financial results 6- month (50.9%) 16.9% 17.0% (100)% 2020 YTD (64.2%) 10.1% 7.9% Aug-19 Oct-19 Dec-19 Feb-20 Apr-20 Jun-20 Aug-20 LTM (37.7%) 29.9% 21.4% Source: Papaya Management, company website, company filings, FactSet, and research available to J.P. Morgan as of 08/27/20 1 Nasdaq biotech index; 2 Based on intraday prices; 3 As of 6/30/20 1 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Mango – Public market overview LTM stock price chart and recent key events Public market overview $mm 3 , except per share data 100% Share price as of 08/27/20 $121.12 Mango1 NBI 2 S&P 500 09/09/19: Launches % of 52-week high 97.3% 4 nutritional drink for 08/11/20: Announces Diluted shares (mm) 2,880.0 oncology patients partnership with Epitomee 75% Medical to develop a novel Market value of equity $348,817 weight loss and metabolic 5 09/26/19: Invests in Before 01/10/20: Announces development Less: Cash (8,651) Brands, an early childhood food agreement with Codexis to advance health product 5 Plus: Net debt 42,204 allergy prevention company therapeutic candidates, including CDX-7108 07/30/20: Reports 5 for GI disorder, towards clinical studies half-year 2020 results Plus: Minority interest 955 50% 5 11/25/19: Announces Less: Investments in associates and JVs (47,371) agreement with Caelus to 02/05/20: Invests additional develop microbiome- $200mm in Papaya Firm value $335,954 based food supplements +29.9% 25% Street estimates (for reference only) +21.4% FYE 12/31 2020E 2021E 2022E Revenue $93,368 $95,122 $98,368 +1.0% % growth (8.2%) 1.9% 3.4% 0% EBIT $16,455 $17,150 $17,931 % margin 17.6% 18.0% 18.2% (25%) Trading multiples 2020E 2021E 2022E FV / Revenue 3.6x 3.5x 3.4x 11/06/19: Presents new 01/27/20: Acquires FV / EBIT 20.4x 19.6x 18.7x data on human milk Zenpep from (50%) oligosaccharides in the Allergan for an management of cow’s undisclosed amount, Returns comparison milk protein allergy expanding medical nutrition business Re turns Ma ngo NBI S &P 5 0 0 06/10/20: Announces acquisition of a 08/18/20: (75%) majority stake in Vital Proteins, a leading Announces 1- month (0.3%) (5.3%) 7.6% 02/04/20: Announces partnership with Valbiotis to collagen brand and a lifestyle and wellness acquisition of IM develop TOTUM-63, a plant-derived active platform offering supplements, beverages, HealthScience 3- month 8.7% 0.7% 14.8% substance for type 2 diabetes and food products 6- month 8.3% 16.9% 17.0% (100%) 2020 YTD 5.2% 10.1% 7.9% Aug-19 Oct-19 Dec-19 Feb-20 Apr-20 Jun-20 Aug-20 LTM 1.0% 29.9% 21.4% Source: Company website, company filings, FactSet, and research available to J.P. Morgan as of 08/27/20 1 Based on prices in CHF; 2 Nasdaq biotech index; 3 CHF to USD exchange rate as of 8/27/20; 4 Based on intraday prices; 5 As of 6/30/20 2 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Transaction overview Current Mango offer (mm, except per share data) Metric $11.99 $34.50 Implied premium / (discount) to: Current as of 8/27/20 $11.99 0% 188% 30-day VWAP1 $13.84 (13%) 149% 3-month VWAP $16.05 (25%) 115% 6-month VWAP $15.95 (25%) 116% 52-week high2 $37.00 (68%) (7%) 52-week low2 $10.09 19% 242% Basic shares 65.5 65.5 Series A preferred 5.3 5.3 Options & RSUs (TSM) 1.6 4.6 Implied equity value $867 $2,598 Plus: Debt3 $139 $139 Less: Cash3 ($318) ($318) Implied firm value $688 $2,419 % absolute premium 252% Valuation multiples Metric Management CY24E Revenue $712 1.0x 3.4x Street (for reference only) CY24E Revenue $847 0.8x 2.9x Source: Company filings, Papaya Management, and FactSet; Market data as of 8/27/20 1 Based on trading days 2 52-week high and low based on intraday prices 3 Debt and cash balances as of 6/30/2020 3 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Summary of key transaction terms Key transaction terms Term Summary Acquisition of 100% of the outstanding Papaya common stock on a fully-diluted basis by way of a cash tender offer followed by a back-end cash Overview and Structure merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. $34.50 per share in cash, which represents a 188% premium over Papaya’s closing price of $11.99 on August 27, 2020. The offer represents Consideration an equity value of ~$2.6 billion and an enterprise value of ~$2.4 billion. Financing No financing conditions; transaction expected to be financed through cash-on-hand or existing credit facilities. The obligation of Merger Sub to consummate the offer is subject to satisfaction of customary closing conditions, including, among others: Mango owning at least a majority of the Papaya common stock (calculated on a fully-diluted basis but excluding Mango’s Series A Key conditions to closing Convertible Preferred Stock) following the tender offer (including Mango’s existing common stock); No material adverse effects (COVID-19 and regulatory developments, side effects and adverse events with respect to Papaya’s products are not taken into account); and Satisfaction of regulatory conditions (see below in “Efforts to Close / Regulatory Clearance”) Deal protection Papaya is subject to customary non-solicitation provisions. Fiduciary out permits Papaya to engage in discussions regarding unsolicited superior proposals and to withdraw its recommendation of the existing transaction, subject to Mango’s right to re-negotiate prior to termination of the agreement or withdrawal of Papaya’s recommendation. Termination fee of $85 million, or ~3.25% of the equity value of the transaction, payable by Papaya to Mango if Papaya terminates to take a superior proposal or under other specific circumstances. Termination provisions Customary termination provisions. Drop dead date Drop dead date is December 31, 2020, which is automatically extended by one month if regulatory conditions have not been satisfied. Efforts to Close / Regulatory Clearance: Parties to use reasonable best efforts to consummate the transaction, subject to exceptions for burdensome conditions. Closing conditions include approvals required under HSR and other non-U.S. antitrust or foreign investment laws (to be Other determined and scheduled); CFIUS is not required. Indemnification: Customary public company transaction with no indemnity or survival of representations. Note: Merger agreement conditions based on latest draft arrangement agreement as of 8/27/20; subject to final negotiations 4 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Agenda Page 1 Situation overview 1 2 Valuation analysis 5 3 Appendix 12 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Overview of Papaya management projection assumptions Key revenue assumptions by product and geography ($mm) Management has provided non-probability adjusted (for reference only) and probability-adjusted projections through 2035E Management has guided JPM to evaluate the business on a probability-adjusted basis Peak revenue through 2035E ($mm) Product and geography Probability of success Launch year PTRS-adjusted Non-PTRS adjusted Pediatric Palforzia (U.S.) 100% 2020 $1,041 in 2027E $1,041 in 2027E Pediatric Palforzia (EU royalty) 80% 2021 $112 in 2028E $141 in 2028E Adult Palforzia (U.S.) 63% 2024 $493 in 2031E $783 in 2031E Multi-nut (U.S.) 25% 2028 $573 in 2033E $2,291 in 2033E AIMab7195 (U.S.) 10% 2028 $88 in 2031E $875 in 2031E Other assumptions Provided by management for all products, indications, and geographies through 2035E Cost of goods sold and R&D: Assumes R&D admin, Other/Reserve, and 25% of R&D are not allocated to a product/indication operating expenses SG&A: Assumes medical affairs, commercial S&M and G&A expenses are proportionally allocated to pediatric Palforzia (U.S.), adult Palforzia (U.S.) and Multi-nut (U.S.) product/indications based on the PTRS-adjusted revenues 25% U.S. tax rate and 15% EU tax rate Tax rate Assumes U.S. federal NOL balance of $522.3mm as of 12/31/19, with $80.7mm subject to 382 limitation CapEx projections provided by management through 2035E Near-term investment in a second source plant and additional investment in further building out the second source plant for a new potential product; maintenance CapEx thereafter Cash flow adjustments D&A assumed to be 98% of CapEx NWC forecasted based on AR, inventory, AP and accrued liability basis provided by management SBC assumed to be $35mm in 2020 and grown at 3% annually thereafter Terminal growth rate assumed decline of 30% Other key assumptions $125mm equity raise in 2021E at assumed $13.50 per share Source: Papaya Management 5 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Summary of Papaya management financial projections Non-probability adjusted – for reference only Pediatric Palforzia (U.S.) Pediatric Palforzia (EU) Adult Palforzia (U.S.) AIMab7195 (U.S.) Multi-nut (U.S.) mm) $4,308 $4,317 $4,051 $3,985 ( $ $3,319 $3,408 $2,445 $1,770 revenue $1,274 $1,483 $981 $292 $516 $721 $12 $84 adjusted 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Palforzia U.S. $2 $69 $289 $505 $681 $814 $951 $1,041 $992 $938 $887 $842 $758 $644 $548 $411 Palforzia EU $10 $15 $3 $11 $35 $63 $92 $79 $141 $97 $97 $92 $82 $70 $29 $14 Adult Palforzia (U.S.) $0 $0 $0 $0 $5 $103 $230 $364 $490 $612 $737 $783 $674 $502 $427 $320 probability AIMab7195 (U.S.) $0 $0 $0 $0 $0 $0 $0 $0 $37 $332 $655 $875 $852 $809 $769 $730 Multi-nut $0 $0 $0 $0 $0 $0 $0 $0 $110 $467 $943 $1,458 $1,942 $2,291 $2,213 $1,933 - Non % growth NM NM NM 77% 40% 36% 30% 16% 19% 38% 36% 22% 6% 0% (8%) (14%) Pediatric Palforzia (U.S.) Pediatric Palforzia (EU) Adult Palforzia (U.S.) AIMab7195 (U.S.) Multi-nut (U.S.) Unallocated mm) $2,458 $2,727 $2,901 $2,760 ( $ $2,334 1 $1,853 $1,267 EBIT $749 $838 $421 $616 sted $150 $207 adju ($217) ($159) ($2) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Palforzia U.S. ($200) ($152) $47 $211 $340 $463 $579 $656 $653 $649 $646 $625 $573 $492 $415 $299 probability Palforzia EU ($6) $25 $13 $11 $35 $63 $92 $79 $141 $97 $97 $92 $82 $70 $29 $14 - Adult Palforzia (U.S.) ($0) ($10) ($16) ($18) ($68) ($32) $39 $124 $232 $338 $452 $500 $439 $346 $322 $242 Non AIMab7195 (U.S.) ($4) ($12) ($25) ($30) ($43) ($17) ($16) ($15) ($28) $125 $279 $514 $501 $472 $443 $416 Multi-nut ($1) ($4) ($8) ($15) ($27) ($38) ($50) ($53) ($89) $133 $461 $818 $1,199 $1,573 $1,593 $1,392 Unallocated ($5) ($7) ($14) ($10) ($30) ($17) ($27) ($43) ($70) ($74) ($82) ($92) ($67) ($52) ($43) ($28) % EBIT margin NM NM NM 29% 29% 43% 48% 50% 47% 52% 56% 61% 63% 67% 69% 69% 6 P R O J E C T T R O P I C S Source: Papaya Management Note: Growth rates greater than 100% shown as “NM”; FYE 12/31 1 Excludes SBC


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C O N F I D E N T I A L Summary of Papaya management financial projections Probability-adjusted mm) Pediatric Palforzia (U.S.) Pediatric Palforzia (EU) Adult Palforzia (U.S.) AIMab7195 (U.S.) Multi-nut (U.S.) ( $ Average street broker consensus (for reference only) $1,861 $1,819 $1,730 $1,670 revenue $1,551 $1,333 $1,445 $1,470 $1,170 $1,179 $930 $1,095 adjusted $712 - $847 lity $514$556 $291 $12 $81 $254 Probabi $7 $101 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E % growth NM NM 77% 39% 31% 26% 14% 8% 7% 12% 8% (2%) (8%) (12%) (20%) mm) Pediatric Palforzia (U.S.) Pediatric Palforzia (EU) Adult Palforzia (U.S.) AIMab7195 (U.S.) Multi-nut (U.S.) Unallocated ( $ Average street broker 1 consensus (for reference only) $964 $901 $964 $925 EBIT $753 $794 $830 $708 $604 $625 $435 $275 $572 adjusted $163 $369 - $11 $168 ($77) ($160) ($217) ($204) Probability ($275) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E % EBIT NM NM 4% 32% 39% 47% 52% 53% 52% 51% 52 % 52% 53% 55% 56% 53% margin 7 P R O J E C T T R O P I C S Source: Papaya Management Note: Growth rates greater than 100% shown as “NM”; FYE 12/31 1 Excludes SBC


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C O N F I D E N T I A L Trading multiples Selected publicly traded commercial biopharma companies Revenue ($mm) Revenue growth FV / revenue Company Mkt cap. ($mm) Firm value ($mm) 2024E 2023E-2024E 2024E Papaya 867 688 847 52.4% 0.8x (Street) Papaya (Management – for 867 688 712 38.6% 1.0x reference only) 4,067 3,565 1,270 44.5% 2.8x 3,933 3,755 1,292 29.9% 2.9x 3,305 2,832 1,405 18.3% 2.0x 1,979 1,771 526 40.6% 3.4x 1,250 823 831 81.3% 1.0x 1,238 848 493 30.7% 1.7x 963 662 676 72.5% 1.0x Source: Company filings, Papaya Management and FactSet; Market data as of 8/27/20 Median: 40.6% Median: 2.0x Note: FYE 12/31 8 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Papaya valuation summary Equity value per share ($ in millions, except per share data) For reference only1 For reference only1 52-week Discounted cash flow Analyst price targets Trading multiples Transaction multiples High / low2 analysis Excludes assumed future capital raise3 – for reference only1 $66.00 $61.75 $37.00 $34.50 $36.25 $34.00 Current offer: $34.50 $25.00 $26.50 $23.50 Current: $14.00 (8/27/20) $10.09 $10.25 $11.99 52-week Analyst price FV / Revenue FV / Revenue DCF analysis high/low targets CY 2024E CY + 5 Management Discount rate 0.8x – 3.4x 2.5x – 6.5x 10.0% – 14.0% Management Management TGR $712 $712 (40.0%) – (20.0%) Source: Company filings, Papaya Management, and FactSet; Market data as of 8/27/20 Note: Equity value per share figures rounded to the nearest $0.25 except 52-week high/low and analyst price targets; assumes basic shares of 70.7mm including conversion of series A preferred; assumes fully diluted shares outstanding including options and RSUs based on the treasury stock method; analysis assumes valuation date of 8/27/20 and net cash balance of $179.1mm as of 6/30/20 based on $318.1mm of cash and $139.0mm of debt as of 6/30/20 1 Analyses marked as “for reference only” are illustrative and presented for informational purposes only; 2 52-week high and low based on intraday prices; 3 Implied discounted cash flow analysis assuming Papaya forecasted equity raise of $125mm in 2021E at $13.50 per share is excluded 9 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Transaction multiples Selected late clinical stage and recently approved biopharma transactions Lead asset status / Firm value Equity Revenue growth FV / Revenue Premiums 2 Peak EBIT Date Target Acquiror If mkted, yrs since approval ($bn) value ($bn) CY+4 to CY+5¹ CY+5¹ Peak2 1-day prior 20-day prior 52-wk high3 margin (%) 09/16/19 Alder 4 Lundbeck PDUFA date of 02/21/20 $1.4 $1.5 63% 2.5x 1.1x 79% 85% (1%) 87% 01/07/19 Loxo Oncology 2 Eli Lilly <1 year $7.4 $8.0 63% 10.4x 2 3.6x 68% 74% 24% 60% 12/03/18 Tesaro GlaxoSmithKline 1 year $4.9 $4.9 48% 2.6x 1.2x 182% 5 80% 5 (15%)5 39% 7 7 7 01/29/18 Ablynx6 Sanofi BLA ready (US); Filed (EU) $4.2 $4.7 66% 6.5x 4.2x 112% 121% 112% NA 07/21/16 Relypsa 8 Galencia < 1 year $1.4 $1.5 64% 2.7x 0.8x 59% 77% (10%) 75% 05/16/16 Anacor Pfizer < 1 year $5.1 $5.5 18% 4.2x 2.3x 55% 49% (35%) 65% 9 10 10 10 11/06/15 ZS Pharma Astrazeneca PDUFA date 05/26/16 $2.5 $2.7 45% 3.1x 1.6x 55% 68% 41% 61% 06/17/15 Kythera Allergan < 1 year $2.0 $2.2 30% 4.0x 1.3x 24% 47% 24% 47% 03/30/15 Auspex Teva NDA ready $3.2 $3.5 70% 4.7x 1.3x 42% 50% 16% 70% Human Genome 07/16/12 GlaxoSmithKline 1 year $3.3 $3.5 28% 3.0x 1.1x 99% 88% (52%) 59% Sciences Mean 49% 4.4x 1.8x 77% 74% 10% 62% Median 56% 3.5x 1.3x 64% 75% 8% 61% Source: Company filings, press releases, FactSet Note: Multiples less than 0.0x and greater than 50.0x labeled as “NM”; CY+0 is based on announcement date relative to 9/30 (e.g. announcement date after 9/30, current year = CY+0) 1 CY+4 and CY+5 revenue from target management financial projections provided in proxy filings 2 For reference only 3 52-week high based on closing day prices 4 Purchase price excludes $2 / per share from CVR, implied firm value with CVR is $1.6bn 5 Based on unaffected date of 11/15/18 6 EUR to USD exchange rate as of 1/29/18 7 Based on unaffected date of 01/05/18 8 Revenue includes partnership and collaboration revenues 9 Revenue assumes a EU partnership 10 Based on unaffected date of 09/09/15 10 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Papaya discounted cash flow analysis Probability-adjusted Free cash flow ($mm, except per share data) Management estimates ($ in millions) 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Terminal Revenue $12 $81 $291 $514 $712 $930 $1,170 $1,333 $1,445 $1,551 $1,730 $1,861 $1,819 $1,670 $1,470 $1,179 $826 % growth NA NM NM 77% 39% 31% 26% 14% 8% 7% 12% 8% (2%) (8%) (12%) (20%) (30%) Gross profit $12 $74 $265 $474 $657 $868 $1,093 $1,244 $1,348 $1,431 $1,590 $1,705 $1,658 $1,514 $1,327 $1,061 $742 % margin 96% 91% 91% 92% 92% 93% 93% 93% 93% 92% 92% 92% 91% 91% 90% 90% 90% EBIT ($217) ($160) $11 $163 $275 $435 $604 $708 $753 $794 $901 $964 $964 $925 $830 $625 $437 % margin NM NM 4% 32% 39% 47% 52% 53% 52% 51% 52% 52% 53% 55% 56% 53% 53% EBIT (incl. SBC) ($252) ($196) ($26) $125 $235 $395 $562 $665 $709 $748 $854 $916 $914 $874 $777 $570 $381 % margin NM NM NM 24% 33% 42% 48% 50% 49% 48% 49% 49% 50% 52% 53% 48% 46% Less: Taxes1 $0 ($3) ($2) ($1) ($11) ($21) ($32) ($140) ($163) ($176) ($203) ($219) ($219) ($210) ($189) ($139) ($95) % effective tax rate 0% (2%) (7%) 1% 5% 5% 6% 21% 23% 24% 24% 24% 24% 24% 24% 24% 25% EBIAT ($252) ($200) ($28) $124 $224 $374 $530 $525 $546 $572 $652 $697 $695 $664 $588 $432 $287 Plus: D&A $5 $16 $13 $10 $7 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 Less: Capex ($5) ($16) ($13) ($10) ($7) ($2) ($2) ($2) ($2) ($2) ($2) ($2) ($2) ($2) ($2) ($2) ($2) Less: Change in NWC ($8) ($4) ($34) ($39) ($31) ($34) ($36) ($27) ($3) ($23) ($29) ($18) ($4) $15 $22 $42 $50 Plus: Other $0 $125 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Unlevered FCF ($260) ($79) ($62) $85 $193 $340 $495 $498 $543 $549 $622 $679 $691 $679 $610 $474 $336 Sensitivity analysis ($mm, except per share data) Discount rate 10.0% 12.0% 14.0% Perpetuity growth rate (40.0%) (30.0%) (20.0%) (40.0%) (30.0%) (20.0%) (40.0%) (30.0%) (20.0%) Present value of Cash flows $2,386 $2,386 $2,386 $2,002 $2,002 $2,002 $1,687 $1,687 $1,687 Terminal value $149 $204 $297 $109 $149 $213 $81 $109 $154 Implied enterprise value $2,534 $2,590 $2,683 $2,111 $2,151 $2,215 $1,767 $1,796 $1,841 Plus: net cash $179 $179 $179 $179 $179 $179 $179 $179 $179 Implied equity value $2,713 $2,769 $2,862 $2,290 $2,330 $2,394 $1,947 $1,975 $2,020 Implied equity value per share $32.24 $32.86 $33.89 $27.49 $27.94 $28.66 $23.59 $23.91 $24.42 Implied premium to current price of $11.99 169% 174% 183% 129% 133% 139% 97% 99% 104% Terminal value analysis % value in cash flows 94% 92% 89% 95% 93% 90% 95% 94% 92% % value in terminal value 6% 8% 11% 5% 7% 10% 5% 6% 8% Source: Papaya Management, FactSet as of 8/27/20 11 P R O J E C T T R O P I C S Note: Assumes mid-period discounting convention, basic shares of 70.7mm including conversion of series A preferred, and fully diluted shares outstanding including options and RSUs based on the treasury stock method; analysis assumes valuation date of 8/27/20 and net cash balance of $179.1mm as of 6/30/20 based on $318.1mm of cash and $139.0mm of debt as of 6/30/20; assumes a $125mm equity raise in 2021E at $13.50 per share; FYE 12/31; negative margins or growth percentages greater than 100% labeled as “NM” 1 Includes impact of NOLs per Papaya


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C O N F I D E N T I A L Agenda Page 1 Situation overview 1 2 Valuation analysis 5 3 Appendix 12 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Discount rate analysis Discount rate summary Capital structure benchmarks Market Debt/ Cash/ Levered beta Relevered Company cap total cap market cap Barra Historical2 historical2 IPO Date Risk free rate1 0.7% Equity risk premium 7.25% — 8.25% Global Blood $4,067 2% 14% 1.154 1.655 1.673 Aug-15 Levered beta 1.15 — 1.80 Biohaven $3,933 7% 17% 1.304 1.537 1.511 May-17 Gw Pharmaceuticals $3,305 0% 14% 1.406 1.395 1.442 May-13 Cost of equity 9.0% —15.6% Revance $1,979 13% 25% 1.271 1.669 1.511 Feb-14 Selected cost of equity 9.5% 15.6% Intra-Cellular Therapies $1,250 0% 34% 1.409 1.776 1.821 Dec-13 Pre-tax cost of debt 9.2% Zogenix $1,238 0% 32% 1.154 1.092 1.124 Nov-10 Post-tax cost of debt 6.9% Esperion $963 0% 31% 1.250 1.463 1.475 Jun-13 Debt/total cap target 5.0% Mean 2% 26% 1.299 1.489 1.481 Calculated discount rate 9.4% —15.1% Median 0% 28% 1.288 1.500 1.493 Selected discount rate 10.0% —14.0% Papaya $867 14% 37% 1.373 1.275 1.187 Aug-15 Cost of equity vs. Debt/total cap target3 Cost of equity vs. Pre-tax cost of debt3 Cost of equity Cost of equity 9.5% 11.5% 13.5% 15.6% 9.5% 11.5% 13.5% 15.6% 1.0% 9.5% 11.5% 13.5% 15.5% ebt 8.2% 9.3% 11.3% 13.2% 15.1% p d a c 3.0% 9.4% 11.4% 13.3% 15.3% of 8.7% 9.4% 11.3% 13.2% 15.1% al t t 5.0% 9.4% 11.3% 13.2% 15.1% s o 9.2% 9.4% 11.3% 13.2% 15.1% t/toc b 7.0% 9.3% 11.2% 13.1% 15.0% x ta 9.7% 9.4% 11.3% 13.2% 15.1% De e—9.0% 9.3% 11.1% 12.9% 14.8% P r 10.2% 9.4% 11.3% 13.2% 15.2% Source: FactSet, Barra, J.P. Morgan estimates Note: Market data as of 8/27/20 12 P R O J E C T T R O P I C S ¹ U.S. 10-year treasury bond yield as of 8/14/20 ² Relevered historical beta is implied based on unlevering historical levered beta for each respective company based on their current capital structure and 5-year historical weighted average tax rate then subsequently relevering based on debt/total cap target of 5.0% and target marginal tax rate of 24.8% ³ Assumes pre-tax cost of debt of 9.2% based on Papaya current cost of 6 year term debt as of 6/30/20 and current implied spread to 10 year cost of debt, debt/total cap target of 5.0% and tax rate of 24.8%


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C O N F I D E N T I A L Summary of broker outlook for Papaya For reference only $mm, except per share data Target Valuation Revenue EBIT Broker Date Rating price methodology 2020E 2021E 2022E 2023E 2024E 2025E 2020E 2021E 2022E SoTP with 1-10x revenue multiple Wedbush 08/13/20 Buy $66.00 $2 $48 $207 $632 $1,373 $2,005 ($271) ($217) ($111) (discounted back at 20%/year) 9x 2024E sales Piper Sandler 08/17/20 Buy $60.00 $10 $152 $407 $758 $1,031 $1,271 ($294) ($186) $33 (discounted back at 20%/year) Roth 07/31/20 Buy $50.00 SoTP DCF $9 $128 $258 $412 $617 $827 ($255) ($119) ($8) DCF (35% haircut to TV), 18x 2024- Baird 07/31/20 Buy $47.00 $7 $77 NA NA NA NA ($306) ($270) NA 2030 average EPS, and SoTP RBC 08/04/20 Buy $40.00 DCF $15 $150 $308 $528 $688 $825 ($270) ($158) ($23) Cowen 08/04/20 Buy $35.00 DCF $3 $87 $242 $439 $657 $862 ($292) ($224) ($79) Cantor 07/30/20 Buy $24.00 SoTP DCF $3 $100 $230 $657 $1,030 $1,461 ($278) ($192) NA Goldman Sachs 07/31/20 Hold $18.00 DCF $12 $104 $220 NA NA NA ($265) ($228) ($164) Stifel 07/30/20 Hold $18.00 SoTP DCF $4 $69 $177 $350 $492 $591 ($266) ($249) ($151) DCF and 25x 2030 EPS HC Wainwright 07/31/20 Hold $15.00 $10 $160 $369 $668 $886 $914 ($271) ($146) $12 (discounted back at 20%/year) Credit Suisse 08/14/20 Hold $14.00 SoTP DCF $1 $33 $125 NA NA NA ($258) ($258) ($198) Mean $35.18 $7 $101 $254 $556 $847 $1,095 ($275) ($204) ($77) Median $35.00 $7 $100 $236 $580 $787 $888 ($271) ($217) ($79) Max $66.00 $15 $160 $407 $758 $1,373 $2,005 ($255) ($119) $33 Min $14.00 $1 $33 $125 $350 $492 $591 ($306) ($270) ($198) Source: FactSet and research available to J.P. Morgan as of 8/27/20 13 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Illustrative sum-of-the-parts analysis For reference only Probability-adjusted sum-of-the-parts midpoint DCF analysis ($mm, except per share data) Key assumptions summary DCF analysis based on Papaya $4 Management projections through 2035E $258 $302 Assumes a royalty bearing partnership for $179 $2,330 Palforzia in the EU $266 (to approval): PTRS assumptions ($462) $1,783 Pediatric Palforzia U.S.: 100.0% Pediatric Palforzia EU: 80.0% Adult Palforzia U.S.: 63.0% Multi-nut U.S.: 25.0% AIMab7195 U.S.: 10.0% Assumes U.S. tax rate of 25.0% and EU tax rate of 15.0% Pediatric Pediatric Adult Multi-nut AIMab7195 Unallocated Net cash Total equity Assumes U.S. federal NOL balance of $522.3mm as of 12/31/19, with $80.7mm Palforzia U.S. Palforzia EU Palforzia U.S. U.S. U.S. expenses value subject to 382 limitation Implied equity value per share¹: Discount rate: 10.0% – 14.0% $21.38 $3.19 $3.62 $3.09 $0.05 ($5.55) $2.15 $27.94 Terminal growth rate: (40.0%) – (20.0%) Implied equity value per share (100% PTRS – for reference only)¹: Valuation date of 8/27/20 Net cash balance of $179.1mm as of 6/30/20 $23.33 $3.80 $7.63 $15.64 $5.66 ($5.45) $2.07 $52.67 Source: Company filings and Papaya Management Note: Analysis shown for reference only; assumes mid-period discounting convention, fully diluted shares outstanding based on the treasury stock method; analysis includes impact of NOLs per Papaya Management 1 All per share values calculated using FDSO implied by total equity value 14 P R O J E C T T R O P I C S


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C O N F I D E N T I A L Select recent biopharma M&A premia For reference only Premium to unaffected 1-day price (%) – For reference only 2016–2020 70% Median 2016: 57% 2017: 74% 2018: 79% 2019: 73% 2020: 70% 498% 400% 182% 172% 159% 142% 132% 122% 118% 112% 112% 107% 107% 91% 96% 88% 91% 79% 69% 68% 79% 73% 75% 74% 73% 68% 68% 70% 67% 64% 62% 59% 60% 55% 54% 57% 47% 45% 37% 35% 36% 35% 33% 33% 21% 20% 2% Target BXLT BITI ANAC XNPT CPXX RLYP MDVN RPTP VTAE TBRA ARIA CLCD ATLN AKRX NDRM KITE DMTX RXDX SCMP JUNO BIVV ABLX CASC AVXS ARMO ECYT TSRO LOXO CMTA ONCE NITE ARRY ALDR DOVA RARX ACHN MDCO BOLD ARQL THOR DERM FTSV STML PTLA PFNX PRNB MNTA Acquiror SHPG ACOR PFE Arbor JAZZ GALN PFE HZNP AGN AGN Takeda LLY JNJ FRE Mitsubishi Tanabe GILD RARE Roche MNK CELG Sanofi Sanofi SGEN NVS LLY NVS GSK LLY Ipsen Roche BIIB PFE Lundbeck Sobi UCB ALXN NVS Astellas MRK SNY LLY GILD Menarini ALXN LGND Sanofi JNJ Jan Jan May May May Jul Aug Sep Sep Sep Jan Jan Jan Apr Jul Aug Sep Dec Dec Jan Jan Jan Jan Apr May Oct Dec Jan Feb Feb Mar Jun Sep Sep Oct Oct Nov Dec Dec Dec Jan Mar May May Aug Aug Aug ‘16 ‘16 ‘16 ‘16 ‘16 ‘16 ’16 ‘16 ‘16 ‘16 ’17 ‘17 ‘17 ‘17 ‘17 ‘17 ‘17 ‘17 ‘17 ‘18 ‘18 ‘18 ‘18 ‘18 ‘18 ‘18 ’18 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘19 ‘20 ‘20 ’20 ’20 ‘20 ‘20 ‘20 Source: Company filings, press releases, FactSet Note: Premiums based on unaffected stock prices prior to announcement, accounting for leaks; Bristol-Myers Squibb/Celgene, AbbVie/Allergan, and Takeda/Shire excluded from list given transaction size 15 P R O J E C T T R O P I C S

EX-99.(c)(4)

Exhibit (C)(4)

 

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C O N F I D E N T I A L 2 8 A U G U S T 2 0 2 0 P R E S E N TAT I O N T O T H E B O A R D O F D I R E C T O R S Project Tropics


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C O N F I D E N T I A L P R O J E C T T R O P I C S Disclaimer The information herein has been prepared by Lazard based upon information supplied by the Company or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company, or concerning solvency or fair value of the Company. With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. We have relied on the assessments of the Company as to the validity of, and risks associated with, the products and product candidates of the Company (including, without limitation, the timing and probability of successful development, testing and marketing of such products and product candidates and approval thereof by appropriate governmental authorities). We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based, including with respect to the potential effects of the COVID-19 pandemic on such forecasts or assumptions. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. The current volatility and disruption in the credit and financial markets relating to, among others, the COVID-19 pandemic, may or may not have an effect on the Company and we are not expressing an opinion as to the effects of such volatility or such disruption on the Company. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Company, and will not be responsible for and will not provide any tax, accounting, actuarial, legal or other specialist advice.


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P R O J E C T T R O P I C S Overview of Transaction Consideration ($ and amounts in millions, except per share values) Offer Price $34.50 Basic Shares Outstanding 65.5 Options 3.4 Share Count Restricted Stock Units 1.1 (Treasury Stock Method) Convertible Preferred Stock 5.3 Fully Diluted Shares Outstanding 75.3 Equity Value Offer Value $2,598 Net Cash Cash and Equivalents $318 1 Debt ($139) (As of 6/30/20) Net Cash $179 Enterprise Value Transaction Value $2,419 Premium To: Spot Price (8/27/20): $11.99 188% Premium 20-day VWAP: $13.44 157% 52-Week High Closing Price (1/16/20): $36.56 (6%) Mango Cost Basis: $26.302 31% Source: FactSet, company filings, and press releases. Note: Market data as of August 27, 2020. 1 Cash and debt balance as of June 30, 2020. $139mm debt balance includes KKR loan agreement (including repayment fee of 4%), which includes up to $170mm in three tranches; $40mm funded 01/2019, $85mm funded 02/2020 following FDA approval of Palforzia. Remaining amount ($45mm) is no longer available. 1 2 Mango made investments of (1) $145mm for 7.6mm shares at $19.20 per share (private placement) in Nov. 2016, (2) $30mm for 0.9mm shares at $32.00 per share in a public offering in February 2018, (3) $98mm for 3.2mm shares at $30.27 per share in December 2018, and (4) $200mm for 1.0mm shares of common stock at $31.97 per share and 0.5mm shares of preferred stock convertible at $319.68 per share (convertible on a one-for-ten shares of common stock basis) in February 2020.


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P R O J E C T T R O P I C S Overview of Papaya’s Product Pipeline Program Included in Pre-IND Phase 1 Phase 2 Phase 3 Approved (Allergy) Valuation Palforzia Pediatric FDA Approved on January 31, 2020 1 (Peanut) MAA Approval Expected 4Q20 Palforzia Adult (Peanut) Phase 3 Initiation Expected 2021 AIMab7195 (Combo with other IND Filing Expected 2021 CODIT2 products) AR401 (Multi Tree Nut) IND Filing Expected 2022 AR201 (Egg) On hold Palforzia + adjunctive dupilumab (Peanut) Source: Management. 1 Assumes partnership of EU Palforzia pediatric business. 2 2 CODIT, or Characterized Oral Desensitization Immunotherapy, is Papaya’s technology platform.


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P R O J E C T T R O P I C S Probability-Adjusted Papaya P&L Forecast ($ in millions) The forecast below is based on Management’s assumptions and are approved by the Board 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Total Revenue $12 $81 $291 $514 $712 $930 $1,170 $1,333 $1,445 $1,551 $1,730 $1,861 $1,819 $1,670 $1,470 $1,179 % Growth — n/m 258% 77% 39% 31% 26% 14% 8% 7% 12% 8% (2%) (8%) (12%) (20%) COGS1 0 7 31 40 60 62 77 90 99 126 155 166 171 165 152 128 % of Product Sales n/m 9% 11% 8% 8% 7% 7% 7% 7% 8% 9% 9% 9% 10% 10% 11% Gross Profit $12 $74 $260 $474 $652 $868 $1,093 $1,243 $1,345 $1,425 $1,575 $1,695 $1,649 $1,505 $1,318 $1,051 % Margin 96% 91% 89% 92% 92% 93% 93% 93% 93% 92% 91% 91% 91% 90% 90% 89% R&D 88 89 88 101 92 87 88 93 108 109 109 120 96 83 74 60 % of Product Sales n/m 109% 30% 20% 13% 9% 7% 7% 7% 7% 6% 6% 5% 5% 5% 5% SG&A2 176 182 199 248 325 386 444 485 528 568 612 659 638 549 467 421 % of Product Sales n/m 224% 68% 48% 46% 42% 38% 36% 37% 37% 35% 35% 35% 33% 32% 36% Total Opex $264 $271 $287 $348 $417 $474 $531 $578 $636 $677 $721 $779 $734 $631 $541 $481 EBIT ($252) ($196) ($26) $125 $235 $395 $562 $665 $709 $748 $854 $916 $914 $874 $777 $570 % Margin n/m n/m n/m 24% 33% 42% 48% 50% 49% 48% 49% 49% 50% 52% 53% 48% Less: Tax Expense 0321 11 21 32 140 163 176 203 219 219 210 189 139 NOPAT ($252) ($200) ($28) $124 $224 $374 $530 $525 $546 $572 $652 $697 $695 $664 $588 $432 % Margin n/m n/m n/m 24% 32% 40% 45% 39% 38% 37% 38% 37% 38% 40% 40% 37% Free Cash Flows ($260) ($204) ($62) $85 $193 $340 $495 $498 $543 $549 $622 $679 $691 $679 $610 $474 % Margin n/m n/m n/m 17% 27% 37% 42% 37% 38% 35% 36% 37% 38% 41% 41% 40% Source: Management. 3 Note: EU Palforzia probability of technical success (PTS) of 80%. Adult Palforzia PTS of 63%. AR401 PTS of 25%. AIMab7195 PTS of 10%. 1 COGS includes Xencor AIMab7195 payables, including milestones and royalties. 2 SG&A includes stock-based compensation expense.


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P R O J E C T T R O P I C S Papaya Valuation Summary ($ in billions, except per share values) Method Equity Value Per Share Implied TEV Comments Current Price: Offer Price: $11.99 $34.50 15.25-year probability-adjusted sum-of-Discounted the-parts DCF from 4Q20 to 2035 $29.55 $36.90 $2.0 – $2.6 Cash Flow WACC range of 10% – 12% Terminal growth rate of (40%) – (20%)1 1.9x – 4.0x Papaya’s unadjusted FY+3 Public $16.00 $30.10 $1.0 – $2.1 revenue of ~$515mm, based on 25th to Comparables 75th percentile of selected comparable companies 3.3x – 4.4x Papaya’s unadjusted FY+3 Precedent $25.55 $32.70 $1.7 – $2.3 revenue of ~$515mm, based on 25th to Transactions 75th percentile of selected precedent transactions DCF analysis including an illustrative DCF with 2021 $27.30 $34.25 $2.1 – $2.7 $125mm equity offering2 Only Equity Raise 70% – 110% 1-day premium to unaffected, based on 25th to 75th pctl. Premia Paid $20.40 $25.20 $1.5 – $1.9 of selected biotech transactions since Purposes 2017 with TV of $1-$10bn Analyst price target range of 11 Analyst Price research analysts $15.00 $66.00 $0.9 – $5.0 Reference Target Range Median price target of $35 per share For 52-week trading range of $11.48 per 52-Week share (Mar. 16, 2020) to $36.56 per $11.50 $36.55 $0.7 – $2.6 Trading Range share (Jan. 16, 2020) $0 $10 $20 $30 $40 $50 $60 $70 Source: Management, equity research, and FactSet. 4 Note: Market data as of August 27, 2020. Per share values rounded to the nearest $0.05 per share. 1 Midpoint of the range is $32.70 per share assuming 11% WACC and TGR of -30%. Terminal value represents ~6% to ~13% of total enterprise value. 2 Papaya raises $125mm assuming a 10% discount to assumed share price of $13.50 per share, resulting in ~10.3mm shares issued. Net proceeds of $115mm assuming an 8% transaction fee.


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P R O J E C T T R O P I C S Probability-Adjusted Sum-Of-The-Parts DCF ($ in millions, except per share values) Equity Value Per Share Commentary Valuation date of September $45.00 30, 2020 $6.65 $0.05 ($11.80) 40.00 15.25-year DCF forecast through 2035 Terminal value in 2035 Offer Price: $3.75 $1.55 $32.70 based on midpoint of $34.50 $2.05 terminal growth rate (-30%) $7.70 30.00 Represents ~8% of total value 25.00 $22.65 WACC of 11% (midpoint of range) 20.00 See Appendix for WACC analysis Current U.S. and EU tax rate of Share Price: 25% $11.99 and 15%, respectively 10.00 U.S. net operating loss (NOL) carryforward and tax 5.00 credit balance of ~$540mm as of December 31, 2019 0.00 Projected net cash of U.S. U.S. EU U.S. U.S. G&A NOLs Net Cash Total Value ~$116mm1 as of September Palforzia Palforzia Palforzia AR401 AIMab7195 Ped. Adult Ped. 30, 2020 NPV $1,700 $580 $280 $500 $15 ($885) $150 $115 $2,455 Source: Management and FactSet. 5 Note: Market data as of August 27, 2020. Figures rounded to nearest $5mm and $0.05 per share. 1 $318mm in cash and equivalents and $139mm in debt (including 4% repayment fee) as of June 30, 2020. Assumes ~$63mm in 3Q20 cash burn per Papaya management.


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P R O J E C T T R O P I C S Probability-Adjusted DCF Sensitivity Analysis ($ per share) Variable Equity Value Per Share Commentary Current: 20-mo. maintenance duration U.S. Palforzia Sensitivity: -15% decrease to revenue in $26.35 $43.05 Pediatric Revenue each year / 30-month maintenance duration (~26% increase in 2027 revenue)1 Current: 25% Sensitivity: 10%—40% U.S. AR401 PTS $29.40 $35.70 Current: 63% U.S. Palforzia Sensitivity: 50%—75% $31.00 $34.35 Adult PTS Current: 80% EU Palforzia PTS Sensitivity: 70%—90% $32.30 $33.15 Current: 10% U.S. AIMab7195 Sensitivity: 5%—15% $32.35 $33.10 PTS Current: No equity raise Sensitivity: $125mm equity financing2 Equity Raise $30.25 $25 DCF Midpoint: $40 $45 $32.70 Source: Management and FactSet. 6 Note: PTS is probability of technical success. Figures rounded to nearest $0.05 per share. 1 No adjustment to expense base in sensitivity analysis. 2 Papaya raises $125mm assuming a 10% discount to assumed share price of $13.50 per share, resulting in ~10.3mm shares issued. Net proceeds of $115mm assuming an 8% transaction fee.


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P R O J E C T T R O P I C S Overview of Selected Comparable Companies ($ in millions) Below are selected publicly-traded non-oncology biotech companies with near-to-market or recently-launched first products Lead Product 2023E 2023E Market Enterprise Company Status (FY+3) (FY+3) Product Value Value 2 (Approval1) Revenue EV / Revenue Marketed GBT Oxbryta $4,067 $3,648 $880 4.1x (11/25/19) Marketed Biohaven Nurtec 3,933 3,841 1,032 3.7x (2/27/20) BLA filed Revance Daxi 1,979 1,686 370 4.6x (11/25/20) Marketed IntraCellular Caplyta 1,250 848 510 1.7x (12/23/19) Marketed Zogenix Finetepla 1,238 913 376 2.4x (6/25/20) Marketed Esperion Nexletol 963 670 392 1.7x (2/21/20) 75th Pctl. $3,445 $3,158 $787 4.0x Median 1,615 1,299 451 3.1x Mean 2,238 1,935 593 3.0x 25th Pctl. 1,241 865 380 1.9x Source: FactSet, Evaluate Pharma, company filings, websites and corporate presentations. 7 Note: Market data as of August 27, 2020. Operating leases and contingent liabilities (e.g., royalties) are included as debt. 1 Represents FDA approval date, if marketed. Represents PDUFA date, if BLA / NDA filed. 2 Revenue estimates represent FactSet median analyst estimate for FY+3 (2023).


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P R O J E C T T R O P I C S Overview of Selected Precedent Transactions ($ in millions) Below are precedent transactions involving non-oncology biotech companies with near-to-market or recently-launched first products Lead Program Consideration Upfront / Ann. FY+3 Acquiror Target FY+3 Date Product Status Approval Upfront Total Revenue Revenue May-20 Alexion Portola Andexxa Marketed 5/3/18 $1,262 $1,262 $481 2.6x Qbrexza / Marketed / 6/28/18 Jan-20 Eli Lily Dermira 1,066 1,066 335 3.2x Lebrikizumab Phase 3—Sep-19 SOBI Dova Doptelet Marketed 6/27/19 796 843 230 3.5x Sep-19 Lundbeck Alder Eptinezumab Filed 2/21/20 1,419 1,590 350 4.1x Feb-19 Ipsen Clementia Palovarotene Filing 1—856 1,103 182 4.7x Jul-16 Galenica Relypsa Veltassa Marketed 10/21/15 1,424 1,424 412 3.5x May-16 Pfizer Anacor Crisaborole Filed 12/14/16 5,121 5,121 1,089 4.7x 75th Pctl. $1,422 $1,507 $446 4.4x Median 1,262 1,262 350 3.5x Mean 1,706 1,773 440 3.7x 25th Pctl. 961 1,084 283 3.3x Source: Company filings, press releases and equity research. 8 1 An NDA for Clementia’s palovarotene for episodic flare-up treatment of fibrodysplasia ossificans progressiva was expected to be submitted to the U.S. Food and Drug Administration (FDA) in the second half of 2019.


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C O N F I D E N T I A L P R O J E C T T R O P I C S Appendix


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P R O J E C T T R O P I C S APPENDIX Papaya’s Recent Share Price Performance ($ in millions, except per share values) Share Price Performance – Last Twelve Months Trading Statistics Price ($) Volume (MM) At Palforzia U.S. Shelter-in-Place Current Approval1 $40.00 Jan 31, 2020 20.0 FDA approval of Palforzia as Feb. 5, 2020 first treatment for patients Announces licensing of XmAb7195 from Xencor with peanut allergy -64% and $200mm equity investment by Mango 17.5 Share Price $33.01 $11.99 Oct. 8, 2019 35.00 DBV announces FDA acceptance of Viaskin’s BLA filing Aug. 4, 2020 15.0 May 11, 2020 DBV announces % of 52 Week High 90% 33% 30.00 1Q20 earnings; Viaskin CRL Palforzia sales of $0.6mm in-line with 12.5 Feb. 21, 2020 analyst estimates -56% DBV announces AdCom for Viaskin Equity Value $1,980 $867 25.00 will be held on May 15 BTK July 30, 2020 22% 2Q20 earnings; no Cash & Equivalents 144 3182 net product revenue 7.5 20.00 Mar. 16, 2020 due to COVID First patients treated with Palforzia; DBV announces that FDA requested add’l 5.0 Sept. 13, 2019 2 long-term efficacy and patch- Debt 52 139 FDA AdCom site adhesion data and that 15.00 votes to support AdCom meeting will not occur the use of on May 15; PDUFA date of Palforzia for August 5, 2020 unchanged $11.99 peanut allergy (38%) Enterprise Value $1,888 $688 10.00 0.0 Aug-19 Nov-19 Feb-20 May-20 Aug-20 Source: FactSet, company filings, and press releases. Note: Market data as of August 27, 2020. 1 Palforzia was approved on January 31, 2020. Trading statistics shown as of February 3, 2020 (affected for Palforzia’s approval). 9 2 Cash and debt balance as of June 30, 2020. $139mm debt balance includes KKR loan agreement (including 4% repayment fee), which includes up to $170mm in three tranches; $40mm funded 01/2019, $85mm funded 02/2020 following FDA approval of Palforzia. Remaining amount ($45mm) is no longer available.


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P R O J E C T T R O P I C S APPENDIX Overview of Papaya Analyst Price Targets and Ratings ($ per share) Evolution of Analyst Recommendations Analyst Price Targets and Ratings Buy Hold Sell Stock Price Analyst Price Target $55.00 50.00 2 2 2 2 45.00 4 4 4 4 4 5 5 5 5 40.00 35.00 $35.00 30.00 25.00 20.00 7 7 7 7 7 7 15.00 6 6 6 5 5 5 5 $11.99 10.00 5.00 0.00 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Ratings as a % of Total Sell 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Neutral 22% 22% 22% 22% 40% 40% 40% 50% 50% 50% 50% 36% 36% Buy 78% 78% 78% 78% 60% 60% 60% 50% 50% 50% 50% 64% 64% Source: FactSet and equity research. 10 Note: Market data as of August 27, 2020.


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P R O J E C T T R O P I C S A P P E N D I X Unadjusted Papaya P&L Forecast ($ in millions) The forecast below is based on Management’s assumptions and are approved by the Board 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E Total Revenue $12 $84 $292 $516 $721 $981 $1,274 $1,483 $1,770 $2,445 $3,319 $4,051 $4,308 $4,317 $3,985 $3,408 % Growth — n/m 246% 77% 40% 36% 30% 16% 19% 38% 36% 22% 6% 0% (8%) (14%) COGS1 0 7 33 40 70 64 83 103 163 338 530 557 599 616 586 526 % of Product Sales 2% 7% 11% 8% 9% 6% 6% 7% 9% 13% 16% 13% 14% 14% 15% 15% Gross Profit $12 $77 $259 $476 $651 $916 $1,191 $1,380 $1,607 $2,107 $2,789 $3,493 $3,709 $3,701 $3,399 $2,882 % Margin 96% 92% 89% 92% 90% 93% 94% 93% 91% 86% 84% 86% 86% 86% 85% 85% R&D 88 91 99 117 134 115 120 126 136 124 123 132 108 94 86 72 % of Product Sales n/m 108% 34% 23% 19% 12% 9% 8% 8% 5% 4% 3% 3% 2% 2% 2% SG&A2 176 182 199 248 349 421 496 548 677 761 860 952 924 757 606 530 % of Product Sales n/m 215% 68% 48% 48% 43% 39% 37% 38% 31% 26% 23% 21% 18% 15% 16% Total Opex $264 $273 $298 $364 $483 $536 $616 $674 $813 $886 $983 $1,084 $1,032 $852 $692 $602 EBIT ($252) ($195) ($39) $111 $168 $380 $575 $706 $794 $1,221 $1,806 $2,410 $2,677 $2,849 $2,707 $2,280 % Margin n/m n/m n/m 22% 23% 39% 45% 48% 45% 50% 54% 59% 62% 66% 68% 67% Less: Tax Expense 0 4 2 2 7 21 34 120 181 293 439 590 658 702 671 566 NOPAT ($252) ($199) ($41) $110 $161 $359 $541 $586 $612 $929 $1,367 $1,819 $2,019 $2,147 $2,036 $1,714 % Margin nm nm nm 21% 22% 37% 42% 39% 35% 38% 41% 45% 47% 50% 51% 50% Free Cash Flows ($260) ($203) ($75) $76 $141 $313 $499 $551 $585 $801 $1,219 $1,693 $1,960 $2,129 $2,076 $1,805 % Margin n/m n/m n/m 15% 20% 32% 39% 37% 33% 33% 37% 42% 45% 49% 52% 53% Source: Management. 11 1 COGS includes Xencor AIMab7195 payables, including milestones and royalties. 2 SG&A includes stock-based compensation expense.


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P R O J E C T T R O P I C S APPENDIX Summary Analysis of Recent Biotech Premia Paid Observations Date Acquiror Target Premium to 1-Day We conducted a premia paid analysis of public biotech acquisitions since 2017 with total 8/19/20 J & J Momenta 70% transaction values (including CVRs) between $1 8/17/20 Sanofi Principia 35% billion and $10 billion (n 23) 5/5/20 Alexion Portola 132% 3/2/20 Gilead Forty Seven 96% 1/10/20 Lilly Dermira 1 138% The 1-day premium to unaffected share price 12/9/19 Sanofi Synthorx 172% range is ~70% to ~110% 12/9/19 Merck Arqule 107% 12/2/19 Astellas Audentes 110% 11/24/19 Novartis Medicines Co 45% 10/10/19 UCB Ra 112% 1-Day Premium Paid Summary Statistics (n 23) 9/16/19 Lundbeck Alder 79% 2/25/19 Ipsen Clementia 67% 2/25/19 Roche Spark 122% 75th Percentile 112% 1/7/19 Lilly Loxo 68% 12/3/18 GSK Tesaro 182% 10/18/18 Novartis Endocyte 54% Mean 93% 5/10/18 Lilly Armo 68% 4/9/18 Novartis AveXis 88% Median 88% 1/29/18 Sanofi Ablynx 112% 1/22/18 Celgene Juno 91% 12/22/17 Roche Ignyta 74% 25th Percentile 68% 10/30/17 Novartis AAA 41% 1/9/17 Takeda Ariad 75% Source: Company filings and press releases 12 Note: Includes public biotech acquisitions with total transaction value (including CVRs) between $1 billion and $10 billion since 2017. 1 Lilly/Dermira statistics based on unaffected date of December 6, 2019, due to significant price appreciation without notable news or catalysts.


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P R O J E C T T R O P I C S APPENDIX Papaya WACC Analysis ($ in millions) Weighted Average Cost of Capital Analysis 1 Capital Structure Bloomberg Beta Market Debt / Debt / Levered Unlevered Company Value Cap. Equity Beta Beta GBT $4,067 2% 2% 1.17 1.16 Biohaven 3,933 2% 2% 1.41 1.39 Revance 1,979 9% 10% 1.34 1.24 IntraCellular 1,250 2% 2% 1.34 1.32 Zogenix 1,238 5% 5% 0.86 0.82 Esperion 963 1% 1% 1.19 1.18 75th Percentile: 4% 4% 1.34 1.30 Median: 2% 2% 1.27 1.21 Mean: 3% 4% 1.22 1.19 25th Percentile: 2% 2% 1.18 1.16 Aimmune Papaya $867 14% 16% 1.26 1.12 Sensitivity Range Implied WACC Assumptions Low High Low High Unlevered Beta 1.21 1.16 1.39 10.4% 12.0% Target Debt/Capitalization 13.8% Target Debt/Equity 16.0% Levering Factor 1.13 Levered Beta2 1.37 Marginal Tax Rate 21.0% Risk-Free Rate of Return3 1.4% Equity Risk Premium4 7.2% Cost of Equity5 11.2% Pre-Tax Cost of Debt6 10.4% WACC7 10.8% Source: Company filings, Bloomberg, and FactSet. Note: Market data as of August 27, 2020. Operating leases and contingent liabilities (e.g., royalties) are included as debt for peers. 1 Historical Bloomberg betas based on a 2-year lookback period. 2 Levered Beta Unlevered Beta x [1 + (1—Tax Rate)(Debt/Equity)]. Unlevered Beta based on median of peers. 3 Represents 30-year U.S. Treasury yield. 13 4 Equity risk premium as per Duff & Phelps 2019 handbook. 5 Cost of Equity (Risk Free Rate of Return) + (Levered Beta)(Equity Risk Premium). 6 Based on cost of debt from KKR term loan agreement. 7 Weighted Average Cost of Capital (After-Tax Cost of Debt)(Debt/Cap) + (Cost of Equity)(Equity/Cap).