Board of Directors of Revance Recommend
Stockholders Tender their Shares
JOHNSON
CITY, Tenn., Dec. 12,
2024 /PRNewswire/ -- Crown Laboratories, Inc.
("Crown"), a privately held, global innovative leader in the
skincare industry, today announced that it has commenced a cash
tender offer to acquire all outstanding shares of common stock of
Revance Therapeutics, Inc., ("Revance") (Nasdaq: RVNC) at a price
of $3.10 per share in cash. The
tender offer is being made in connection with the Amended and
Restated Merger Agreement, dated December 7,
2024 (as amended or supplemented from time to time, the
"A&R Merger Agreement").
"We are pleased that the Board of Directors of Revance (the
"Revance Board") unanimously supports the transaction and
recommends that stockholders tender their shares. Crown's offer
provides certainty of value and immediate liquidity to Revance
stockholders," said Jeff Bedard,
founder and Chief Executive Officer of Crown. "We look forward to
bringing these organizations together for the benefit of customers
and furthering our commitment to science-based solutions for
healthy skin."
Offer Unanimously Recommended by the Revance Board
The Revance Board unanimously determined that the offer and the
merger are advisable and in the best interest of Revance and its
stockholders and recommends they tender their shares to Crown. The
Revance Board, with the assistance of its management team and
advisors, engaged in a comprehensive review of a range of strategic
alternatives and engaged with over a dozen parties to determine
interest in a transaction.
Cash Consideration Provides Immediate Liquidity and Certainty
of Value
The Revance Board took into account various factors, including
the changing dynamics of the aesthetic injectable market and the
potential risks related to Revance's outstanding debt obligations
and nearing maturities of such debt, in its determination, as
described in Revance's Schedule 14D-9 (as defined below). The
Revance Board believed the certainty of value provided by the
$3.10 cash offer was in the best
interest of stockholders, especially when viewed against the risks
and uncertainties associated with Revance's stand-alone
strategy.
Tender Offer Details
On December 12, 2024 Crown filed
with the U.S. Securities and Exchange Commission ("SEC") a tender
offer statement on Schedule TO, including an offer to purchase and
letter of transmittal (the "Schedule TO"), which sets forth the
terms of the tender offer. Additionally, Revance filed with the SEC
a solicitation/recommendation statement on Schedule 14D-9 (the
"Schedule 14D-9") that includes the recommendation of the Revance
Board that Revance stockholders accept the tender offer and tender
their shares.
The tender offer is scheduled to expire at one minute after
11:59 p.m., Eastern Time on
January 13, 2025, unless extended in
accordance with the terms of the tender offer and A&R Merger
Agreement. Consummation of the tender offer is subject to customary
terms and conditions, including the tender of a number of shares of
common stock of Revance which represents at least a majority of the
voting power of Revance and the satisfaction of 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.
The complete terms and conditions of the tender offer are set
forth in the Schedule TO, including the offer to purchase, a letter
of transmittal, which have been filed with the SEC and are being
mailed to Revance's stockholders together with the Schedule 14D-9.
A copy of these documents may be obtained at the website maintained
by the SEC at www.sec.gov.
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.
Additional Information and Where to Find It
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
are only being made pursuant to the tender offer statement on
Schedule TO, including the offer to purchase, a letter of
transmittal and other related materials that Crown and its
acquisition subsidiary have filed with the Securities and Exchange
Commission (SEC). In addition, Revance has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Such documents will be mailed to the
stockholders of Revance free of charge and investors may 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 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 (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME), INCLUDING THE TENDER OFFER MATERIALS (INCLUDING THE 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 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 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 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 announcement 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 A&R 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 have filed with the SEC, and
the Solicitation/Recommendation Statement on Schedule 14D-9 Revance
have 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, Crown
does not undertake any duty to update forward-looking statements to
reflect events after the date of this press release.
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SOURCE Crown Laboratories, Inc.
