- Increased offer price to $3.65 per share, a $0.55 per share
increase
- Improved offer unanimously approved by Revance Board of
Directors
- Crown to extend tender offer until 11:59 p.m., Eastern Time, on
February 4, 2025
- Crown’s offer is the only fully-financed offer currently
available to Revance’s stockholders
- Outside termination date under the A&R Merger Agreement is
February 7, 2025
Crown Laboratories, Inc. (“Crown”) and Revance Therapeutics,
Inc. (NASDAQ: RVNC) (“Revance”), today announced that, on January
17, 2025, they amended their previously announced Amended and
Restated Merger Agreement (the “Second Amendment,” together with
the Amended and Restated Merger Agreement, dated December 7, 2024,
the “A&R Merger Agreement”).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20250121493847/en/
Under the terms of the Second Amendment, which has been
unanimously approved by the Revance Board of Directors, Revance’s
stockholders will receive $3.65 per share of common stock, par
value $0.001 per share (each, a “Share”) in cash, without interest
and less any applicable tax withholding, representing $0.55 or 17%
per share more than the prior offer price. Crown will extend its
existing tender offer for all of Revance’s outstanding Shares until
one minute past 11:59 p.m., Eastern Time, on February 4, 2025.
“We are pleased to have reached this agreement with Crown which
increases value for our stockholders while also providing them with
deal certainty,” said Mark J. Foley, Chief Executive Officer of
Revance. “After a robust process, our Board concluded that Crown’s
offer represented the best outcome for our stockholders. Crown’s
offer is the only fully-financed offer currently available to
Revance’s stockholders, and we recommend they tender their shares
in support of the transaction.”
“Our improved and fully-financed offer provides a meaningful
increase in the consideration paid to Revance’s stockholders, and
we are pleased that the Revance Board of Directors has unanimously
endorsed it,” said Jeff Bedard, founder and Chief Executive Officer
of Crown. “We look forward to closing the transaction in short
order so we can bring the companies together and continue working
on our important mission.”
Transaction and Tender Offer Details
The Crown transaction, which has been unanimously recommended by
Revance’s Board of Directors, is the only fully-financed offer that
Revance has received since the parties initially entered into the
original merger agreement on August 11, 2024, and in the more than
six weeks since the parties entered into the Amended and Restated
Merger Agreement on December 7, 2024.
Crown’s tender offer, which was previously scheduled to expire
one minute past 11:59 p.m., Eastern Time, on January 28, 2025, has
been extended until one minute past 11:59 p.m., Eastern Time, on
February 4, 2025, unless the tender offer is further extended or
earlier terminated. Subject to customary closing conditions,
including the tender of more than 50% of the Shares into the tender
offer, the transaction is expected to close by February 6,
2025.
The outside termination date for the A&R Merger Agreement
(as amended by the Second Amendment) remains February 7, 2025.
Crown does not intend to extend the outside termination date of the
A&R Merger Agreement. There is not sufficient time for a third
party to consummate a tender offer for the Shares prior to February
7, 2025, at which time the Crown offer will have lapsed due to the
outside termination date.
Computershare Trust Company, N.A., the depositary and paying
agent for the tender offer, has advised Crown that, as of 4:00
p.m., Eastern time, on January 17, 2025, approximately 6,322,768
Shares have been validly tendered and not properly withdrawn in the
tender offer, representing approximately 6.025% of the issued and
outstanding Shares, as of such date and time. Holders that have
previously tendered their Shares do not need to re-tender their
Shares or take any other action in response to the extension of the
tender offer.
The tender offer continues to be subject to the remaining
conditions set forth in the Offer to Purchase that Crown and its
acquisition subsidiary filed with the Securities and Exchange
Commission (“SEC”), as amended or supplemented from time to time.
Complete terms and conditions of the tender offer can be found in
the Offer to Purchase, the Letter of Transmittal, and certain other
materials contained in the tender offer statement on Schedule TO
originally filed with the U.S. SEC on December 12, 2024 by Crown
and its acquisition subsidiary, as amended and as may be further
amended from time to time, and are available at www.sec.gov. Except
as described in this press release, the terms of the tender offer
remain the same as set forth in the Offer to Purchase, the Letter
of Transmittal, in each case, as amended.
Advisors
Centerview Partners LLC is serving as exclusive financial
advisor for Revance; Skadden, Arps, Slate, Meagher & Flom LLP
is serving as legal advisor for Revance.
Leerink Partners and PJT Partners are serving as financial
advisors to Crown; Kirkland & Ellis LLP and Lowenstein Sandler
LLP are serving as legal advisors to Crown.
About Crown
Crown, a privately held, fully integrated global skincare
company, is committed to developing and providing a diverse
portfolio of aesthetic, premium and therapeutic skincare products
that improve the quality of life for its consumers throughout their
skincare journey. An innovative company focused on skin science for
life, Crown’s unyielding pursuit of delivering therapeutic
excellence and enhanced patient outcomes is why it has become a
leader in Dermatology and Aesthetics. Crown has been listed on the
Inc. 5000 Fastest Growing Privately Held Companies List for 11
years and has expanded its distribution to over 50 countries. For
more information, visit www.crownlaboratories.com.
The “Crown” logo, PanOxyl and Blue Lizard are registered
trademarks of Crown Laboratories, Inc. SkinPen and StriVectin are
registered trademarks of Bellus Medical, LLC and StriVectin
Operating Company, Inc., respectively.
About Revance
Revance is a biotechnology company setting the new standard in
healthcare with innovative aesthetic and therapeutic offerings that
enhance patient outcomes and physician experiences. Revance’s
portfolio includes DAXXIFY (DaxibotulinumtoxinA-lanm) for injection
and the RHA Collection of dermal fillers. RHA® technology is
proprietary to and manufactured in Switzerland by Teoxane SA.
Revance has partnered with Teoxane SA to supply HA fillers for U.S.
distribution. Revance has also partnered with Viatris Inc. to
develop a biosimilar to onabotulinumtoxinA for injection and
Shanghai Fosun Pharmaceutical to commercialize DAXXIFY in China.
Revance’s global headquarters and experience center are located in
Nashville, Tennessee. Learn more at Revance.com,
RevanceAesthetics.com, DAXXIFY.com,
HCP.DAXXIFYCervicalDystonia.com, or connect with us on
LinkedIn.
“Revance,” the Revance logo, and DAXXIFY are registered
trademarks of Revance Therapeutics, Inc. Resilient Hyaluronic Acid®
and RHA are trademarks of TEOXANE SA.
Additional Information and Where to Find It
In connection with its proposed acquisition of Revance, Crown
caused its acquisition subsidiary to commence a tender offer to
acquire all outstanding Shares of Revance. This communication is
for informational purposes only and is not an offer to buy nor a
solicitation of an offer to sell any securities of Revance, nor is
it a substitute for the tender offer materials that Crown and its
acquisition subsidiary filed with the SEC upon commencement of the
tender offer. A solicitation and offer to buy all outstanding
Shares of Revance is only being made pursuant to the tender offer
statement on Schedule TO, including an offer to purchase, a letter
of transmittal and other related materials that Crown and its
acquisition subsidiary have filed with the SEC. In addition,
Revance has filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF REVANCE ARE URGED TO
READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND STOCKHOLDERS OF REVANCE SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES OF COMMON STOCK IN THE TENDER OFFER.
Investors may obtain a free copy of these materials (including
the tender offer statement, Offer to Purchase and a related Letter
of Transmittal, as well as the Solicitation/Recommendation
Statement) and other documents filed by Crown and Revance with the
SEC at the website maintained by the SEC at www.sec.gov. Investors
may also obtain, at no charge, any such documents filed with or
furnished to the SEC by Revance under the “News” section of
Revance’s website at www.revance.com. The information contained in,
or that can be accessed through, Revance’s or Crown’s website is
not a part of, or incorporated by reference herein.
Forward-Looking Statements
Certain statements contained in this press release are
“forward-looking statements.” The use of words such as
“anticipates,” “hopes,” “may,” “should,” “intends,” “projects,”
“estimates,” “expects,” “plans” and “believes,” among others,
generally identify forward-looking statements. All statements,
other than statements of historical fact, are forward-looking
statements. These forward-looking statements include, among others,
statements relating to Revance’s and Crown’s future financial
performance, business prospects and strategy, expectations with
respect to the tender offer and the anticipated merger, including
the timing thereof and Revance’s and Crown’s ability to
successfully complete such transactions and realize the anticipated
benefits. Actual results could differ materially from those
contained in these forward-looking statements for a variety of
reasons, including, among others, the risks and uncertainties
inherent in the tender offer and the anticipated merger, including,
among other things, regarding how many of Revance’s stockholders
will tender their Shares in the tender offer, the possibility that
competing offers will be made, the ability to obtain requisite
regulatory approvals, the ability to satisfy the conditions to the
closing of the tender offer and the anticipated merger, the
expected timing of the tender offer and the anticipated merger, the
possibility that the anticipated merger will not be completed,
difficulties or unanticipated expenses in connection with
integrating the parties’ operations, products and employees and the
possibility that anticipated synergies and other anticipated
benefits of the transaction will not be realized in the amounts
expected, within the expected timeframe or at all, the effect of
the tender offer and the anticipated merger on Revance’s and
Crown’s business relationships (including, without limitations,
partners and customers), the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement, the expected tax treatment of the transaction,
and the impact of the transaction on the businesses of Revance and
Crown, and other circumstances beyond Revance’s and Crown’s
control. You should not place undue reliance on these
forward-looking statements. Certain of these and other risks and
uncertainties are discussed in Revance’s and Crown’s filings with
the SEC, including the Schedule TO (including the offer to
purchase, a related letter of transmittal and related documents)
Crown and its acquisition subsidiary have filed with the SEC, and
the Solicitation/Recommendation Statement on Schedule 14D-9 the
Company has filed with the SEC, and Revance’s most recent Form 10-K
and Form 10-Q filings with the SEC. Except as required by law,
neither Revance nor Crown undertakes any duty to update
forward-looking statements to reflect events after the date of this
press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250121493847/en/
Media: Alecia Pulman/Brittany Fraser ICR
Crown@icrinc.com
Investors: Laurence Watts NewStreet
laurence@newstreetir.com
Revance Therapeutics (NASDAQ:RVNC)
Historical Stock Chart
From Dec 2024 to Jan 2025
Revance Therapeutics (NASDAQ:RVNC)
Historical Stock Chart
From Jan 2024 to Jan 2025
