- 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
JOHNSON CITY,
Tenn. and NASHVILLE,
Tenn., Jan. 21, 2025 /PRNewswire/ -- 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").
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.
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SOURCE Crown Laboratories, Inc.
