Common use of Procedures for Tendering Shares Clause in Contracts

Procedures for Tendering Shares. For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with Mellon Investor Services, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with LaSalle Bank promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger Agreement.

Procedures for Tendering Shares. For purposes If you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate or book entry has been issued to or entered for you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in this Offer to Purchase for book-entry transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, and any other documents required by the Letter of Transmittal, to American Stock Transfer and Trust Company, LLC, the depositary for the Offer (the “Depositary”). These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—“Procedures for Tendering Shares”; • you are a record holder, but your stock certificate or book entry is not available or you cannot deliver or transfer it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See Section 3—“Procedures for Tendering Shares” for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in “street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. • You have the right to, and can, withdraw any Shares that you have previously tendered at any time until the Offer has expired. See Sections 1 and 4—“Terms of the Offer” and “Withdrawal Rights.” • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when you have the right to withdraw your Shares. If you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4—“Withdrawal Rights.” • Once we accept your tendered Shares upon expiration of the Offer, Purchaser you will no longer be deemed able to have accepted for payment withdraw them. See Sections 1 and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with Mellon Investor Services, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with LaSalle Bank promptly following expiration or termination 4—“Terms of the Offer. If” and “Withdrawal Rights.” • On September 5, prior to 2014, the Expiration Date, Purchaser shall increase last trading day before General Xxxxx and Xxxxx’s announced the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions signing of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion closing price of the Shares tendered pursuant reported on the New York Stock Exchange was $33.89 per Share. • The Offer Price of $46.00 per Share represents a premium of approximately 36 percent to Xxxxx’s closing stock price on September 5, 2014, the last trading day prior to the announcement of the signing of the Merger Agreement. • On September 19, 2014, the last full trading day before Purchaser commenced the Offer, but any such transfer or assignment will not relieve Purchaser the closing price of its obligations under the Offer and will in no way prejudice Shares reported on the rights of tendering stockholders New York Stock Exchange was $45.94 per Share. • We advise you to receive payment obtain a recent quotation for Shares validly tendered and accepted for payment pursuant in deciding whether to tender your Shares in the Offer. Under the Merger Agreement, Opto Circuits may assign any See Section 6—“Price Range of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger AgreementShares; Dividends.”

Procedures for Tendering Shares. For purposes If you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate has been issued to you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in this Offer to Purchase for book-entry transfer), together with a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) and any other documents required by the Letter of Transmittal, to the Depositary. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—“Procedures for Tendering Shares”; • you are a record holder, but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See Section 3—“Procedures for Tendering Shares” for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. • See Section 3—“Procedures for Tendering Shares.” • You have the right to, and can, withdraw any Shares that you have previously tendered at any time until the Offer has expired and, thereafter, if we have not by May 24, 2012 agreed to accept your Shares for payment, you can withdraw them at any time after such time until we accept your Shares for payment. See Sections 1 and 4—“Terms of the Offer” and “Withdrawal Rights.” • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when you have the right to withdraw your Shares. If you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. • Once we accept your tendered Shares upon expiration of the Offer, Purchaser you will no longer be deemed able to withdraw them. In addition, you will not be able to withdraw Shares tendered during any subsequent offering period that we may elect to establish after we have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to in the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with Mellon Investor Services, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser See Sections 1 and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with LaSalle Bank promptly following expiration or termination 4—“Terms of the Offer. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer ” and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger Agreement“Withdrawal Rights.”

Procedures for Tendering Shares. For purposes In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for the Shares (or of a confirmation of a book-entry transfer of the Shares as described in Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” • You may withdraw previously tendered Shares any time prior to the expiration of the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after March 3, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser will be deemed to have has accepted for payment and thereby purchased the Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to in the Offer. Payment Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” • To withdraw previously tendered Shares, you must deliver a written or facsimile notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” Table of Contents • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares that at the commencement of the Offer were owned by Parent or Purchaser, or any direct or indirect wholly owned subsidiaries of Parent or Purchaser, (iii) Shares irrevocably accepted for payment pursuant purchase in the Offer and (iv) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $12.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will no longer be made by deposit publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through the NYSE or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the purchase price therefor with Mellon Investor ServicesOffer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations.” • Upon completion of the Merger, the directors of Purchaser immediately prior to the effective time of the Merger will become the directors of the Company, which will act be the surviving company in the Merger. • If you decide not to tender your Shares in the Offer and the Merger occurs as agent for described above, you will receive in the tendering stockholders for purposes Merger the right to receive the same amount of receiving payments from Purchaser cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and transmitting such payments we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the tendering stockholders. Under no circumstances Merger are not satisfied, you will interest be paid on the Offer Price for Shares, regardless of any extension remain a stockholder of the Offer or any delay in payment for Shares. If any tendered Company, but there may be so few remaining stockholders and publicly held Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," that such Shares will no longer be credited eligible to an account maintained be traded through the NYSE or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with LaSalle Bank promptly following expiration the SEC or termination of otherwise cease being required to comply with the OfferSEC’s rules relating to publicly held companies. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of If we purchase Shares pursuant to in the Offer, such increased consideration will be paid we are obligated under the Merger Agreement to holders of all Shares that are purchased pursuant cause the Merger to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the rightoccur, subject to the provisions of the Merger Agreement, to transfer or assign conditions set forth in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger Agreement.

Procedures for Tendering Shares. For purposes The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery by book entry transfer, is at the election and sole risk of the tendering stockholder. Questions and requests for assistance may be directed to Xxxxxx Xxxxxx, the “Information Agent” for the Offer, Purchaser will or X.X. Xxxxxx Securities LLC, the “Dealer Manager” for the Offer, at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer TABLE OF CONTENTS to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant directed to the OfferInformation Agent. Payment You may also contact your broker, dealer, commercial bank, trust company or other nominee for Shares accepted for payment pursuant to assistance. Copies of these materials may also be found at the Offer will be made website maintained by deposit of the purchase price therefor with Mellon Investor Services, which will act as agent for Securities and Exchange Commission (the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders“SEC”) at xxx.xxx.xxx. Under no circumstances will interest be paid on the Offer Price for Shares, regardless We are not aware of any extension jurisdiction where the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction or is prohibited by any delay in payment for Sharesadministrative or judicial action pursuant thereto. If we become aware of any tendered Shares are not accepted for payment pursuant to valid state statute prohibiting the terms and conditions making of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the acceptance of the Shares not tendered pursuant thereto, we will be sent), without expense make a good faith effort to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant comply with that state statute or seek to the procedures set forth in Section 3—"Procedures for Tendering Shares," have such Shares will be credited statute declared inapplicable to an account maintained with LaSalle Bank promptly following expiration or termination of the Offer. If, prior to after a good faith effort, we cannot comply with the Expiration Datestate statute, Purchaser shall increase we will not make the consideration offered to Offer to, nor will we accept tenders from or on behalf of, the holders of Shares pursuant in that state. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer, such increased consideration Offer will be paid deemed to holders be made on behalf of all Shares that are purchased pursuant Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser. We have filed with the OfferSEC the Schedule TO (including exhibits) in accordance with the Securities Exchange Act of 1934, whether or not such Shares were tendered prior as amended (the “Exchange Act”), furnishing certain additional information with respect to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will may file amendments thereto. In addition, Xxxx has filed the Schedule 14D-9 and Schedule 13E-3 (including exhibits) in no way prejudice accordance with the rights of tendering stockholders to receive payment for Shares validly tendered Exchange Act setting forth its recommendation and accepted for payment pursuant to furnishing certain additional related information. The Schedule TO, Schedule 14D-9 and Schedule 13E-3, and any amendments thereto, including exhibits, may be examined and copies may be obtained from the SEC in the manner set forth in “The Tender Offer—Section 8. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger AgreementCertain Information Concerning Juno—Available Information.” TABLE OF CONTENTS​ ​ ​ ​ Page ​ SUMMARY TERM SHEET ​ ​ ​ ​ 1 ​ ​ INTRODUCTION ​ ​ ​ ​ 8 ​ ​ SPECIAL FACTORS ​ ​ ​ ​ 11 ​ ​ 1. Background ​ ​ ​ ​ ​ 11 ​ ​

Procedures for Tendering Shares. For purposes in each case prior to the Expiration Date (as defined in this Offer to Purchase), or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the tender for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact that institution in order to tender your Shares. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery by book-entry transfer, is at the election and sole risk of the Offertendering stockholder. Questions and requests for assistance may be directed to MacKenzie Partners, Purchaser will Inc., (the “Information Agent”) for the Offer at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal and other tender offer materials may be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant directed to the OfferInformation Agent. Payment You may also contact your broker, dealer, commercial bank, trust company or other nominee for Shares accepted for payment pursuant to assistance. Copies of these materials may also be found at the Offer will be made website maintained by deposit of the purchase price therefor with Mellon Investor Services, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholdersSEC at xxx.xxx.xxx. Under no circumstances will interest be paid on the Offer Price for Shares, regardless We are not aware of any extension jurisdiction where the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction or is prohibited by any delay in payment for Sharesadministrative or judicial action pursuant thereto. If we become aware of any tendered Shares are not accepted for payment pursuant to valid state statute prohibiting the terms and conditions making of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the acceptance of the Shares not tendered pursuant thereto, we will be sent), without expense make a good faith effort to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant comply with that state statute or seek to the procedures set forth in Section 3—"Procedures for Tendering Shares," have such Shares will be credited statute declared inapplicable to an account maintained with LaSalle Bank promptly following expiration or termination of the Offer. If, prior to after a good faith effort, we cannot comply with the Expiration Datestate statute, Purchaser shall increase we will not make the consideration offered to Offer to, nor will we accept tenders from or on behalf of, the holders of Shares pursuant in that state. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser. We have filed with the SEC the Schedule TO (including exhibits) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), furnishing certain additional information with respect to the Offer and may file amendments thereto. In addition, Aimmune has filed the Schedule 14D-9 and Schedule 13E-3 (including exhibits) in accordance with the Exchange Act setting forth its recommendation and furnishing certain additional related information. The Schedule TO, Schedule 14D-9 and Schedule 13E-3, and any amendments thereto, including exhibits, may be examined and copies may be obtained from the SEC in the manner set forth in “The Tender Offer, such increased consideration will be paid to holders —Section 8. Certain Information Concerning Aimmune—Available Information.” Table of all Shares that are purchased pursuant to Contents TABLE OF CONTENTS SUMMARY TERM SHEET 1 INTRODUCTION 8 SPECIAL FACTORS 12 1. Background 12 2. Purpose of and Reasons for the Offer, whether or not such Shares were tendered prior to such increase in considerationOffer and the Merger; Plans for Aimmune after the Offer and the Merger 17 3. The Recommendation by the Board of Directors of Aimmune 18 4. Position of Nestlé and Purchaser reserves Regarding Fairness of the right, subject to Offer and the provisions Merger 18 5. Effects of the Offer 21 6. Summary of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of Agreement 22 7. Appraisal Rights; Rule 13e-3 41 8. Transactions and Arrangements Concerning the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser and Other Securities of Aimmune 42 9. Certain Agreements between Nestlé and its obligations under Affiliates and Aimmune 43 10. Interests of Certain Aimmune Directors and Executive Officers in the Offer and will in no way prejudice the rights Merger 46 THE TENDER OFFER 47 1. Terms of tendering stockholders to receive payment the Offer 47 2. Acceptance for Payment and Payment for Shares validly tendered 48 3. Procedures for Tendering Shares 49 4. Withdrawal Rights 52 5. Material United States Federal Income Tax Consequences of the Offer and accepted for payment pursuant to the Offer. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger Agreement.53

Procedures for Tendering Shares. For purposes In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for the Shares (or of a confirmation of a book-entry transfer of the Shares as described in Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” • You may withdraw previously tendered Shares any time prior to the expiration of the Offer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser will be deemed to have has accepted for payment and thereby purchased the Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to in the Offer. Payment for Once Purchaser accepts your Shares accepted for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” Table of Contents • To withdraw previously tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer will be made by deposit on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” • Upon completion of the purchase price therefor with Mellon Investor ServicesMerger, the directors of Purchaser immediately prior to the Effective Time will become the directors of the Company, which will act be the surviving company in the Merger. • If you decide not to tender your Shares in the Offer and the Merger occurs as agent for described above, you will receive in the tendering stockholders for purposes Merger the right to receive the same amount of receiving payments from Purchaser cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and transmitting such payments we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the tendering stockholders. Under no circumstances Merger are not satisfied, you will interest be paid on the Offer Price for Shares, regardless of any extension remain a stockholder of the Offer or any delay in payment for Shares. If any tendered Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," that such Shares will no longer be credited eligible to an account maintained be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with LaSalle Bank promptly following expiration the SEC or termination of otherwise cease being required to comply with the OfferSEC’s rules relating to publicly held companies. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of If we purchase Shares pursuant to in the Offer, such increased consideration will be paid we are obligated under the Merger Agreement to holders of all Shares that are purchased pursuant cause the Merger to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the rightoccur, subject to the provisions conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuitsthe last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the right to purchase all or any portion Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares tendered pursuant to on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, but any such transfer or assignment will not relieve Purchaser the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger AgreementShares; Dividends.”

Procedures for Tendering Shares. For purposes If you wish to accept the Offer and you are a record holder (i.e., a stock certificate or book-entry has been issued to or entered for you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in this Offer to Purchase for book-entry transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the depository for the Offer (the “Depositary”). These materials must reach the Depositary before the Expiration Date. You will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of your Shares by Purchaser. If you are a record holder, but your stock certificate or book-entry is not available or you cannot deliver or transfer it to the Depositary before the Expiration Date, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Expiration Date. See Section 3 — “Procedures for Tendering Shares” for more information. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in “street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. You should check with your broker, dealer, commercial bank, trust company or other nominee as to whether they charge any service fees or commissions. • You have the right to, and can, withdraw any Shares that you have previously tendered at any time until the Expiration Date. See Sections 1 and 4 — “Terms of the Offer” and “Withdrawal Rights.” • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when you have the right to withdraw your Shares. If you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” • Once we accept your tendered Shares upon the Expiration Date, you will no longer be able to withdraw any Shares tendered to Purchaser. See Sections 1 and 4 — “Terms of the Offer” and “Withdrawal Rights.” • On the terms and subject to the conditions of the Offer, Purchaser promptly following the Expiration Date, we will be deemed required to have accepted accept for payment and thereby purchased pay for any Shares validly tendered and not properly withdrawn if and when Purchaser gives oral withdrawn. Pursuant to the Merger Agreement, we are required, unless the Merger Agreement has been terminated in accordance with its terms: • to extend the Offer for the minimum period required by any law or written notice to Mellon Investor Services order, or any rule, regulation, interpretation or position of the SEC or its acceptance for payment of staff or The NASDAQ Global Select Market (the “NASDAQ”), in any such Shares pursuant case that is applicable to the Offer. Payment for Shares accepted for payment pursuant to , • in the event that any of the Offer will be made by deposit Conditions (other than the Minimum Condition) are not satisfied or waived (if permitted under the Merger Agreement) as of the purchase price therefor with Mellon Investor ServicesExpiration Date, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on extend the Offer Price for Sharessuccessive extension periods of up to ten business days each (or any longer period as may be approved in advance by Relypsa) in order to permit the satisfaction of all such Offer Conditions, regardless and Table of Contents • in the event that all of the Offer Conditions have been satisfied or waived (if permitted under the Merger Agreement), but the Minimum Condition has not been satisfied, as of the Expiration Date, to extend the Offer for an extension period of ten business days (or any longer period as may be approved in advance by Relypsa), on no more than two occasions (provided that we may, but are not required to, extend the Offer for additional periods in our sole discretion). During any extension of the Offer or any delay in payment for Shares. If any initial offering period, all Shares previously tendered Shares are and not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares properly withdrawn will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with LaSalle Bank promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of Shares pursuant remain subject to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offerwithdrawal rights. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger AgreementSee Section 4 —“Withdrawal Rights.”

Procedures for Tendering Shares. For purposes of the Offer, Purchaser will be deemed If you wish to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to accept the Offer will be made by deposit of the purchase price therefor with Mellon Investor Servicesand: • you are a record holder (i.e., which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer a stock certificate or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' account at LaSalle Bank pursuant has been issued to you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in this Offer to Purchase for book-entry transfer), together with a properly completed and duly executed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the procedures set forth Depositary. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the Letter of Transmittal and in Section 3—"Procedures for Tendering Shares,"; • you are a record holder, but your stock certificate or book-entry is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional trading days (as defined herein) to deliver your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See Section 3—"Procedures for Tendering Shares" for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in "street name"), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. See Section 3—"Procedures for Tendering Shares." • You have the right to, and can, withdraw any Shares that you have previously tendered at any time until the Offer has expired and, if we have not by July 20, 2012 agreed to accept your Shares for payment, you can withdraw them at any time after such time until we accept your Shares will be credited to an account maintained with LaSalle Bank promptly following expiration or termination for payment. See Sections 1 and 4—"Terms of the Offer. If" and "Withdrawal Rights." • To withdraw Shares that you previously tendered, prior you must deliver a written notice of withdrawal with the required information to the Expiration DateDepositary at a time when you have the right to withdraw your Shares. If you tendered your Shares through your broker, Purchaser shall increase dealer, commercial bank, trust company or other nominee, you must instruct the consideration offered broker, dealer, commercial bank, trust company or other nominee to holders arrange for the withdrawal of your Shares. • Once we accept your tendered Shares pursuant to upon expiration of the Offer, such increased consideration you will no longer be paid able to holders of all Shares that are purchased pursuant withdraw them. In addition, you will not be able to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the withdraw Shares tendered pursuant during any Table of Contents subsequent offering period that we may elect to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and establish after we have accepted for payment pursuant to Shares tendered in the Offer. Under See Sections 1 and 4—"Terms of the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger AgreementOffer" and "Withdrawal Rights."

Procedures for Tendering Shares. For purposes of the Offer, Purchaser will be deemed If you wish to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to Mellon Investor Services of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to accept the Offer will be made by deposit of and: • you are a record holder (i.e., a stock certificate or book entry has been issued to or entered for you and registered in your name), you must deliver the purchase price therefor with Mellon Investor Services, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered stock certificate(s) representing your Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased Shares will be returned (or new certificates follow the procedures described in this Offer to Purchase for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the depository for the Offer (the “Depositary”). These materials must reach the Depositary before the Offer expires. You will not be obligated to pay brokerage fees ​ ​ TABLE OF CONTENTS or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer into Mellon Investor Services' account at LaSalle Bank pursuant to taxes on the procedures set forth purchase of your Shares by Purchaser. Detailed instructions are contained in the Letter of Transmittal and in Section 3—"Procedures 3 — “Procedures for Tendering Shares," such Shares will be credited to an account maintained with LaSalle Bank promptly following expiration ”; • you are a record holder, but your stock certificate or termination of the Offer. If, prior book entry is not available or you cannot deliver or transfer it to the Expiration DateDepositary before the Offer expires, Purchaser shall increase you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the consideration offered to holders enclosed Notice of Shares pursuant Guaranteed Delivery, properly completed and duly executed, to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under Depositary before the Offer expires. See Section 3 — “Procedures for Tendering Shares” for more information; or ​ • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in “street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and will in no way prejudice the rights of tendering stockholders give instructions that your Shares be tendered. You should check with your broker, dealer, commercial bank, trust company or other nominee as to receive payment for Shares validly tendered and accepted for payment pursuant to the Offerwhether they charge any service fees or commissions. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger Agreement.​

Procedures for Tendering Shares. Accordingly, tendering stockholders may be paid at different times depending upon when Share certificates or Book-entry Confirmations with respect to Shares are actually received by the Depositary. For purposes of the Offer, Purchaser we will be deemed to have accepted for payment and thereby purchased Shares validly tendered tendered, and not properly withdrawn withdrawn, prior to the Expiration Date if and when Purchaser gives we give oral or written notice to Mellon Investor Services the Depositary of its our acceptance for payment of such Shares pursuant to the Offer. Payment Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with Mellon Investor Servicesthe Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser us and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such un-purchased unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into Mellon Investor Services' the Depositary’s account at LaSalle Bank DTC pursuant to the procedures set forth in Section 3—"Procedures 3 — “Procedures for Tendering Shares," ” such Shares will be credited to an account maintained with LaSalle Bank DTC) promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall we increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to any wholly-owned subsidiaries of Opto Circuits, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Opto Circuits may assign any of its rights to any wholly-owned subsidiary of Opto Circuits, but no such assignment will relieve Opto Circuits from its obligations under the Merger Agreement.