Revance Therapeutics Inc (RVNC) Options

I mean debatable

True, the counter argument is

1) now China approval is in hand.
2) RHA partnership is more secured than before
3) Election uncertainty will be behind us in due course.
4) Rate is coming down which make funding less expensive.
5) Hopefully, they have more positive sales data in the last couple months to support higher valuation

yes... very odd.. why so rush to sell the company for 6 bucks when sales are looking to ramp up.

And they strike a deal with Crown while they know full well that RHA agreement was in trouble?

And then now China approval is in place... why not sell the whole right there to raise cash if they want to ensure the runway in US?

CD is also ramping, why not seek a partner there if they need cash?

Why not sell 25% of the company to Crown .. why give all the upside away after shareholders sucked up with all the downside due to management's screw up?

I would rather they do a dilutive equity offering so we can enjoy the upside.

Disclosure: I sold some earlier. But would add back right away if the deal failed and Foley gets fired

been around the markets for 50+ years, worked on wall st., ( IB and completed 2 R/M's) and this one is pretty unique

So you are saying Foley is a "special" kind of leader.

I mean debatable, but I'm intrigued and shaking my head over this whole ordeal.. been around the markets for 50+ years, worked on wall st., ( IB and completed 2 R/M's) and this one is pretty unique...story not over yet, maybe a rabbit gets pulled from the hat :) glta

the fact that no other bidder shows up probably make Crowns having an upper hand in the negotiations

Well, I was wrong again about 99% tender for today, but there was that 1% correct, lmao..
Now let’s set what/when/if Q3 conf call takes place ..my guess is they will skip analyst call..report the quarter ( prob lower full year Revs)…however nothing surprises anymore with Foley!!


https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175304836

Tender offer delayed until Nov 12 (or later):

The next report will be for a Christmas delivery. The continual delays are starting to make me laugh. This latest delay will surely allow another company to swoop in with a higher bid. 🤣🤣🤣

I think this is the very first time that I’ve ever seen a tender offer with an 8K filed for possible price change! …. Either Up or down

Distribution Agreement and the Settlement and Release Agreement with Teoxane SA (“Teoxane”) (collectively, the “Teoxane Agreements”). Due to the ongoing discussions between the Company and Crown Laboratories, Inc. (“Crown”) in light of the Company’s entry into the Teoxane Agreements, the Company, Crown and Reba Merger Sub, Inc. (“Merger Sub,” and together with Crown, the “Buyer Parties”) agreed on November 1, 2024 to further extend the date by which Merger Sub is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company (the “Offer”) pursuant to the previously announced Agreement and Plan of Merger, dated as of August 11, 2024, by and among the Buyer Parties and the Company (the “Merger Agreement”), to November 12, 2024 or such other date as may be mutually agreed to between the Company and the Buyer Parties. The Company’s ongoing discussions with the Buyer Parties could result in further delays to the commencement or consummation of the Offer, or in the Company or the Buyer Parties seeking remedies in accordance with, and modifications to, the terms of the Merger Agreement, including offer price

Tender offer delayed until Nov 12 (or later):

https://www.sec.gov/ix?doc=/Archives/edgar/data/0001479290/000114036124044892/ef20038055_8k.htm

Next company in the skin care area that will be taken is out id micro cap BFRI 4 Million market with drug that brings them cash flow positive early next year.
https://www.biofrontera-us.com/research/product-pipeline

$RVNC

Not that it matters but I agree 💯 with both of you co-owners :) …for I sold half( ~ $6.51ish) and harvested some losses needed..still underwater, but that ridiculous 666 gets me almost even( wrote many naked strikes, brought in decent premiums)…
Wish we had betting odds on 11/1 extension( my bet is 99% tender) lmao ..GLTA

jeez, how many fillers she has to sell to recoup those $50MM
I hope they don't postpone it again as that will surely add unnecessary volatility

Still mind boggling we're talking about a buyout price of $6.66, but, such is life.

I prefer to focus on the fact the price jumped from the $3s to $6.66 rather than a double digit buyout price so I can laugh instead of whine.

I agree Soma

Definitely the most likely scenario. And just to add, I would be the first in line for a class action suit against Teoxane should the offer price be lowered from $6.66. I really don't think they want to put themselves in this position. Should the offer price be raised a nominal amount shareholder wouldn't have much of an argument.

Still mind boggling we're talking about a buyout price of $6.66, but, such is life.

If I remember correctly: Teoxane was given 2.5M shares at $20 when they signed their RHA distribution agreement with Revance. Valerie believed this 2.8% ownership in Revance would be a solid investment for Teoxane, she invested around $60M for 4M shares at around $15 dollar cost avg.

The $50M share grant is now worth $16.7M and she has lost another $34M on her open market share purchases. Total loss of $50M.

She is pissed at that $6.66 tender offer. She can make this painful and cause delays and uncertainty and any litigation risk from a breach in the agreement could allow her to stop shipping filler to Revance/Crown...over 50% of revenue. So they appeased her by granting distribution to a small market: Aus/NZ. Combined population of 30M or 1/11th the size of the USA.

Crown will not decrease the tender offer as that simply penalizes her more and harms investors. Her upfront payment will further strengthen her ties to Crown going forward and help her recoup losses over time and set up a potential expansion into Europe possibly. This will move forward as planned is my thinking.

I think if you were hoping for a higher price, I think recent developments made that less likely. I had heard years ago that Teoxane always had an angle to get the rights to Daxxify……in Europe. So Australia seems like breadcrumbs. But there is probably more to the story. But I think this at least shows that Teoxane is on board

Agreed! Let’s face it, none of us know the intricacies of this ‘deal’, all a guess ( not even past experience’s are a good guide)…seems like Tender in tacked, we’ll soon see( maybe, lmao) ;)

The market is guessing without real information, just like us.

>> That is what the market is telling us too

And the market was wrong last Friday.

. There is no chance the offer price will go down,

Have to disagree. RVNC gave up something to get clarity. If there is a price change , it will go down. That is what the market is telling us too. JMO.

There is no chance the offer price will go down, IMO, mostly because of the aforementioned. If anything, it could be nudged up.

It would be a pleasant surprise if the offer price was raised but I sure am not counting on it.

I am a bit perplexed how Teoxane was able to come out of the negotiations with marketing rights in Australia and New Zealand. Seems to be they are receiving unjust enrichment in this takeover, having not received this territory through traditional bidding. But, I'm not a lawyer, so take that with a grain of salt. It is interesting they added verbiage for potential adjustments to the offer price. There is no chance the offer price will go down, IMO, mostly because of the aforementioned. If anything, it could be nudged up. Upcoming earnings could cause issues with the tender, whether it be a lack of shareholders willing to tender, or a landslide effect. I am hoping for the former.

I can't speak for anyone else but as for myself, I never heard of CLF. I own ENTA and made money a while ago after their HepC success as I bought in the $30s and $40 and sold some over $100. I believed in their Covid drug and lost some back but still have high hopes.

I don't want to give the impression that I didn't buy more ENTA as it dropped, because I did. I am down some 30% at the current price level for shares I currently own, but that excludes money I made by selling some when ENTA was over $100.

I am long here.

Sixth Amendment to the Exclusive Distribution Agreement
On October 24, 2024, Revance Therapeutics, Inc. (the “Company”) and Teoxane SA (“Teoxane”), entered into the Sixth Amendment to the Exclusive Distribution Agreement (the “Sixth Amendment”). As previously disclosed on a Current Report on Form 8-K filed on January 10, 2020, the Company entered into the Exclusive Distribution Agreement with Teoxane on January 10, 2020 (the “Distribution Agreement”), pursuant to which Teoxane granted the Company with the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid dermal fillers and future Hyaluronic Acid filler advancements by Teoxane in the United States, its territories and possessions (collectively, the “RHA® Collection”), which is manufactured in Switzerland by Teoxane.
The Sixth Amendment, among other things, includes (i) revised brand guidelines and the adoption of a marketing task force to review current and planned product promotional materials, (ii) revised medical training materials and the adoption of a medical education task force to promote the exchange of best practices with respect to medical education, (iii) an update to the buffer stock methodology that is aligned with new purchase commitments and (iv) agreed on minimum purchase commitments through 2029.
The foregoing description of the Sixth Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Australia and New Zealand Distribution Agreement
Concurrent with the Amendment, the Company, Revance Australia Pty. Ltd. (collectively, “Revance Parties” or the “Company Parties”) and Teoxane, entered into an Exclusive Distribution Agreement (the “ANZ Distribution Agreement”), pursuant to which Teoxane will act as the Company Parties’ exclusive distributor and licensee in Australia and New Zealand of certain products containing DaxibotulinumtoxinA-lanm, including DAXXIFY®, for the treatment of (i) temporary improvements in appearance of glabellar lines and other indications related to altering cosmetic appearance and (ii) cervical dystonia. The ANZ Distribution Agreement will continue in full force and effect until December 31, 2040. On November 2, 2023, the Company filed the DaxibotulinumtoxinA for Injection Category 1 registration application with the Australian Therapeutic Goods Administration for the temporary improvement of glabellar lines and treatment of cervical dystonia in adult patients.
Pursuant to the ANZ Distribution Agreement, Teoxane will make certain payments to the Company Parties, including an upfront payment, certain regulatory and commercial milestone payments and high single digit to mid teen royalty payments. Teoxane will be required to purchase a minimum volume of products per year beginning in 2030.
The foregoing description of the terms of the ANZ Distribution Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the ANZ Distribution Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 8.01Other Events.
Settlement Agreement
In connection with the ongoing discussions between the Company and Teoxane, the parties entered into a Settlement and Release Agreement on October 24, 2024 (the “Settlement Agreement”, collectively with the Sixth Amendment and the ANZ Distribution Agreement, the “Teoxane Agreements”), pursuant to which Teoxane (i) waived any right to terminate the Distribution Agreement with respect to any breaches that may have occurred, existed or arose on or prior to the date of the Settlement Agreement; and (ii) expressly acknowledged that there are no items currently in dispute between Teoxane and the Company.
Tender Offer Extension
Due to the ongoing discussions between the Company and Crown in light of the Company’s entry into the Teoxane Agreements, the Company, Crown Laboratories, Inc. (“Crown”) and Reba Merger Sub, Inc. (“Merger Sub,” and together with Crown, the “Buyer Parties”) agreed on October 25, 2024 to further extend the date by which Merger Sub is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company (the “Offer”) pursuant to the previously announced Agreement and Plan of Merger, dated as of August 11, 2024, by and among the Buyer Parties and the Company (the “Merger Agreement”), to November 1, 2024 or such other date as may be mutually agreed to between the Company and the Buyer Parties. The Company’s ongoing discussions with the Buyer Parties could result in further delays to the commencement or consummation of the Offer, or in the Company or the Buyer Parties seeking remedies in accordance with, and modifications to, the terms of the Merger Agreement, including offer price.
A copy of the waiver to the Merger Agreement relating to the extension is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01Financial Statements and Exhibits. (d) Exhibits ExhibitNo. Description   10.1 Sixth Amendment to the Exclusive Distribution Agreement, dated October 24, 2024, by and among Teoxane SA and Revance Therapeutics, Inc.   10.2 Exclusive Distribution Agreement, dated October 24, 2024, by and among Teoxane SA, Revance Therapeutics, Inc. and Revance Australia Pty. Ltd.   99.1 Waiver to Agreement and Plan of Merger, dated October 25, 2024, by and among Crown Laboratories, Inc., Reba Merger Sub, Inc. and Revance Therapeutics, Inc.   104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
* Schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The registrant will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.
Forward Looking Statements Certain statements either contained in or incorporated by reference into this document 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 the expected tender offer commencement date and expectations related to the Teoxane Agreements. 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 offer and the merger, including, among other things, regarding how many of the Company stockholders will tender their shares in the 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 offer and the merger, the expected timing of the offer and the merger, the possibility that the 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 announcement of the offer and the merger on the Company’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 the Company and Crown, and other circumstances beyond the Company’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 Company’s and Crown’s filings with the SEC, including the Schedule TO (including the offer to purchase, letter of transmittal and related documents) Crown and Merger Sub will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 the Company will file with the SEC, and the Company’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, neither we nor the Buyer Parties undertake any duty to update forward-looking statements to reflect events after the date of this document. Additional Information and Where to Find It
The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy shares of the Company’s common stock will be made only pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Buyer Parties intend to file with the SEC. In addition, the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Once filed, such documents will be mailed to the stockholders of the Company free of charge and investors will also be able to obtain a free copy of these materials (including the tender offer statement, offer and the related letter of transmittal), as well as the solicitation/recommendation statement and other documents filed by the Buyer Parties and the Company 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 the Company under the “News” section of the Company’s website at www.revance.com. The information contained in, or that can be accessed through, the Company’s or Crown’s website is not a part of, or incorporated by reference herein.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), INCLUDING THE TENDER OFFER MATERIALS (INCLUDING THE OFFER, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT OF REVANCE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly c

Looking good add a few

The stock is up 21% in pre hours. trading at $5.67

IMO, This is incredible arbitrage opportunity. The deal will go through, I am 100% sure and I am buying

Looks like they added "including offer price" this time:

Company’s ongoing discussions with the Buyer Parties could result in further delays to the commencement or consummation of the Offer, or in the Company or the Buyer Parties seeking remedies in accordance with, and modifications to, the terms of the Merger Agreement, including offer price.

The Distribution Agreement is amended. Parties specifically agree there are no further items in dispute. Teoxane gets Daxxify marketing rights in Australia and NZ. Tender start extension to Nov 1.

https://www.sec.gov/Archives/edgar/data/1479290/000114036124044317/ef20037731_8k.htm

Am I missing something here?  If I am not mistaken, this potential deal is not over yet, correct?  The last extension to the 25th stated it could go later.  I actually assumed it would.  I imagine some news will be out within a few days, if not sooner.  I don't like the delay and it definitely doesn't look great, but it's not over yet and very well could move forward.  If so, this will bounce....If I'm correct, why the calling out to those that supported holding instead of selling at $6.65?  

3Q CC is coming up
Let's just wait and see how this trends will turn out then.

What happened to that Meteoric guy who was constantly spewing derisions at everyone.

That guy was a piece of work and I am happy he is gone.

Those individuals who advised the shareholders to hold their shares until it closes ( you know who you are) have once again have given poor advice.

Name names.

Just look at CLF, ENTA AND RVNC. How has that worked for you ??

I can't speak for anyone else but as for myself, I never heard of CLF. I own ENTA and made money a while ago after their HepC success as I bought in the $30s and $40 and sold some over $100. I believed in their Covid drug and lost some back but still have high hopes. As fas as RVNC, my plan was to sell 2/3 when the Crown deal was announced. I sold 1/3 at $6.64 but the next 1/3 sale didn't go through on my limit order. My break even point is under $5 so I don't feel upset. I could tell you about my recent big successes with SGEN and IMGN or a little early with TRIL and FTSV but that might not fit into your neat little narrative of poor clueless investors who were gullible and therefore suckered into ENTA and RVNC.

The point is I celebrate my wins and lament my looses but I always take credit or blame for what happens instead of lashing out and blaming others. I also fully acknowledge there is a lot of luck, both good and bad in the outcomes of my stock picks.

One or two usually trusted posters seem to be encouraging Revance holders not to sell their shares without making them aware of any of the risk. I don’t care whether somebody holds their shares. I would like them to be aware that a substantial risk is involved in holding them.

So exactly who are these one of two people? Name the names and then provide posts where they said what you claim. You always seem to try and paint yourself as a hero coming to save the poor uninformed bumpkins. It is quite telling and very amusing.

People with superior investing skill, and knowledge seem to be quite willing to take advantage of those who have less skill and less knowledge. I would like to reduce the probability of that happening.

No doubt you place yourself in that former group. Pretty damn arrogant and quite laughable

Buy, Sell, Hold. We are here for information not instructions.

Don’t be childish and blame others for your own decision. Just silly.

I hope a higher bid would emerge too, didn’t happen. That’s fine. Lose some, win some.

What happened to that Meteoric guy who was constantly spewing derisions at everyone. I have a feeling that his entry was not as claimed and he bailed. I see people like that all the time on message boards and their anger and intensity is a an attempt to compensate for their fear. I have a feeling that he took a big loss.

Everyone has an agenda. If you thought Revance would fetch a higher bid than 6.66 and didn't sell then you were wrong, today. If deal collapses this will be back in low 2s and then the question becomes how good is the product and can it survive Fooley’s catastrophe. Some here are both investors/user-owners and they claim it is the best toxin so who knows what the future brings. Only concern is why big pharma didnt want to buy it for

Those individuals who advised the shareholders to hold their shares until it closes ( you know who you are) have once again have given poor advice. It is the same folks who defended Foley for every misstep suggesting that his stellar background would eventually shine through and take this company to the promised land.
Foley is a catastrophe and his history since 2019 resembles the titanic. Be mindful that a history of sound stock picking may not be successful in the future. Just look at CLF, ENTA AND RVNC. How has that worked for you ??

… …. agree, if this deal doesn't come through, this stock will drop. I just have to believe all parties involved in this deal want it to happen.
=======================================

If Teoxane wanted this deal to go through as is, then it would’ve already closed.

The lack of an 8K today might indicate that the deal is imminent. IMO, That’s not the likely reason. In a worst case scenario, if RVNC loses the exclusive USA rights to the RHA family of products, Crown labs may get to walk away and get the $20 million break fee from RVNC.

I should have said, given the sharp drop in price since the middle of September, the market is less eager to see the deal go through than It was from August 12 to September 12.

During that period, Most investors here could have sold their position for $6.60 or more. As of now, they can get $4.70 per share and the trend is rapidly to the downside.

One or two usually trusted posters seem to be encouraging Revance holders not to sell their shares without making them aware of any of the risk. I don’t care whether somebody holds their shares. I would like them to be aware that a substantial risk is involved in holding them.

People with superior investing skill, and knowledge seem to be quite willing to take advantage of those who have less skill and less knowledge. I would like to reduce the probability of that happening.

We do not have enough information to know which party might pay a break fee. … Or if they will just agree to walk away. But If the deal fails, the price will almost certainly fall below $2.50 almost immediately. …. And trend towards a dollar.

If that happens it sure as hell won't drop to anywhere close to $1. You seem to be really rooting for such a drop. Why are you so bitter?

I don't believe your statement that the market" does not expect this deal to not go through is accurate..  If that were the case, I strongly believe we'd be closer to the $3.00 mark by now.  The institutions would have sold by now for sure and the volume would be much higher.  
I was just involved in a similar situation and the deal seemed over many times, but ultimately closed at the agreed upon price.  I feel those selling at this point are in for a much lower average and took profits and/or the sellers are not willing to risk more losses.
Finally, I would agree, if this deal doesn't come through, this stock will drop.  I just have to believe all parties involved in this deal want it to happen.

We do know that RVNC Is trading almost 2 dollars less than the bid price. The market does not expect this deal to happen. … And certainly not before the end of this year.

We do not have enough information to know which party might pay a break fee. … Or if they will just agree to walk away. But If the deal fails, the price will almost certainly fall below $2.50 almost immediately. …. And trend towards a dollar.

And it would be unreasonable to expect Foley to show brilliant management capabilities, and save the deal.

GIC sold on Sep 30, according to the Form 13G filing you cited.

My take: GIC did not want RVNC listed on their end-of-quarter portfolio. Ditto for some other major holders.

Agreed (can't infer)....what we do know is that a couple of the largest (%) holders have sold recently and not waiting around..
this was Wednesday 13g/a by GIC ( zero ownership)

?
Rule 13d-1(c)

GIC Private Limited
0 shares

GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS.

GIC is wholly-owned by the GoS and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares


SC 13G/A (Beneficial ownership report)

RVNC_waited_six_business_days—(Sep 13–Sep 23)—to_file_an 8-K for_the_2nd tender-offer delay (Sep 13 to Oct 4); hence, we cannot infer anything in particular from the non-filing of an 8-K today (IMO).

I think last 8k has similar wordings but they did file another extension on the day

Cold feet...

not shocked especially because they addressed in 8K ( from the 14th extension).....
..................to October 25, 2024 or such other date as may be mutually agreed to between the Company and the Buyer Parties. The Company’s ongoing discussions with Teoxane and the Buyer Parties could result in further delays to the commencement or consummation of the Offer, or in the Company or the Buyer Parties seeking remedies in accordance with, and modifications to, the terms of the Merger Agreement...

still, I wish we weren't in the dark so/and might pick up some shares next week regardless especially if it dips to high 3's, low 4's...