Combination provides opportunity to create a
leading, innovative, high-growth aesthetics and
skincare company
Brings together two high-quality,
complementary product lines
Combined company's flagship brands to include
DAXXIFY® (toxin), the RHA® Collection
(filler), SkinPen® (microneedling), PanOxyl®
(acne), Blue Lizard® (sunscreen), and
StriVectin® (anti-aging)
Opportunity for global commercialization
capabilities with coverage of >10,000 medical professionals,
mass retailers, specialty retailers, club retailers, and an
ecommerce channel
New product flow potential through internal
product development and an integrated manufacturing
operation
Experienced leadership team that leverages the
strength of both organizations
JOHNSON
CITY, Tenn. and NASHVILLE,
Tenn., Aug. 12, 2024 /PRNewswire/ -- Crown
Laboratories, Inc. ("Crown"), a privately held, global innovative
leader in the skincare industry, and Revance Therapeutics, Inc.
("Revance") (NASDAQ: RVNC), a biotechnology company aimed at
setting the new standard in healthcare with innovative aesthetic
and therapeutic offerings, today announced that they have entered
into a merger agreement pursuant to which the companies seek to
merge the two complementary organizations.
Under the terms of the agreement, which has been unanimously
approved by Revance's Board of Directors, Crown will commence a
tender offer to acquire all outstanding shares of Revance's common
stock for $6.66 per share in cash,
representing a total enterprise value of $924 million. The purchase price represents a
premium of 89% over Revance's closing market price on August 9, 2024, and a 111% premium to Revance's
60-day volume-weighted average price.
"This is a significant step forward in Crown's vision to become
a fully integrated global aesthetics and skincare company, bringing
innovative solutions to physicians, patients and consumers in the
incredibly dynamic aesthetics and skincare market," said
Jeff Bedard, founder and Chief
Executive Officer of Crown. "Revance has an impressive track
record in developing innovative aesthetics offerings that will
complement Crown's innovative line of skincare products. As a
combined company, we have the opportunity to create a comprehensive
portfolio of high-growth products for all stages of life, and we
will be committed to investing in education, training, and practice
support for aesthetics providers across the United States."
Upon completion of the transaction, Crown Laboratories expects
to be one of the leading global aesthetics and skincare companies
in an attractive, high-growth market, with an industry-leading
portfolio of 10+ cutting-edge skin health and aesthetic brands, and
one of the largest distribution footprints in skincare across
medical, retail and e-commerce channels.
Mark J. Foley, President and
Chief Executive Officer of Revance said, "Over the past several
years, Revance has brought to the market innovative aesthetic and
therapeutic offerings that have elevated patient and physician
experiences. We are excited about this transaction and to be
joining forces with Crown Laboratories, which will enable us to
broaden our provider network as well as provide us with an expanded
portfolio of products. We also believe that the merger provides
substantial value for our stockholders. Crown shares our commitment
to innovation and scale and will help us accelerate our growth.
Scale and product breadth are important factors in the markets in
which we compete and, by combining with Crown, we will be able to
offer our customers a more compelling range of products and
services while, at the same time, benefiting from the combined
strength of our collective commercial organizations."
Transaction Details
The transaction is expected to close by year end. Following
completion of the merger, Revance will be wholly owned by Crown and
Revance's stock will no longer be publicly traded on Nasdaq.
The transaction is subject to stockholders validly tendering
shares representing at least a majority of the voting power of
Revance, required regulatory approvals and other customary closing
conditions.
Following the successful closing of the tender offer, Crown will
acquire any shares of Revance that are not tendered in the tender
offer through a second-step merger for the same consideration as
paid in the tender offer.
Revance's Board of Directors unanimously recommends that
Revance's stockholders tender their shares in the tender offer.
Further information regarding the terms and conditions in the
definitive transaction agreement will be provided in the tender
offer materials on Schedule TO and Schedule 14D-9, which will be
filed with the U.S. Securities and Exchange Commission in
connection with the transaction.
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.
PJT Partners is serving as financial advisor to Crown; Kirkland
& Ellis LLP and Lowenstein Sandler LLP are serving as legal
advisors to Crown.
About Crown Laboratories
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 is 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
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 Revance Therapeutics, Inc. The
solicitation and the offer to buy shares of Revance's common stock
will only be made pursuant to a tender offer statement on Schedule
TO, including an offer to purchase, a letter of transmittal and
other related materials that Crown Laboratories and its acquisition
subsidiary intends to file with the Securities and Exchange
Commission (SEC). In addition, Revance 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 Revance free of charge and investors
will also be able to obtain a free copy of these materials
(including the tender offer statement, Offer to Purchase and the
related Letter of Transmittal), as well as the
Solicitation/Recommendation Statement) and other documents filed by
Crown Laboratories 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.
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 TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A 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.
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 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 Merger, including, among other things, regarding how
many of Revance 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
Merger, the expected timing of the tender 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 tender offer and the 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, letter of
transmittal and related documents) Crown and its acquisition
subsidiary will file with the SEC, and the
Solicitation/Recommendation Statement on Schedule 14D-9 the Company
will file 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 original content to download
multimedia:https://www.prnewswire.com/news-releases/crown-laboratories-and-revance-announce-entry-into-merger-agreement-302219678.html
SOURCE Crown Laboratories, Inc.