- Crown offer of $3.65 per share is
the only offer available to Revance stockholders
- Crown offer unanimously approved by the Revance Board of
Directors
- Teoxane withdraws its previous proposal, says it will tender
its 6.2% stake in Revance into Crown tender
- Tender offer expires at one minute past 11:59 p.m., Eastern Time, on February 4, 2025
JOHNSON
CITY, Tenn. and NASHVILLE, Tenn., Jan. 31,
2025 /PRNewswire/ -- Crown Laboratories, Inc.
("Crown") and Revance Therapeutics, Inc. (NASDAQ: RVNC)
("Revance"), today reminded Revance stockholders of the
recommendation to tender their shares in support of Crown's cash
tender offer (the "tender offer") to acquire all of the issued
and outstanding shares of common stock, par value $0.001 per share ("Shares") of Revance, at a
price of $3.65 per Share in cash,
without interest and less any applicable tax withholding, before
the expiry of the tender offer at one minute past 11:59 p.m., Eastern Time, on February 4,
2025.
Mark J. Foley, Chief Executive
Officer of Revance said: "The Crown tender offer of $3.65 per share has been unanimously approved by
the Revance Board of Directors. After a robust process, our Board
concluded that Crown's offer represents the best outcome for our
stockholders. Now that Teoxane has withdrawn their previous
proposal and has indicated that they will tender their shares in
support of the Crown transaction, the Crown offer is the only
acquisition offer available to shareholders. To complete the
transaction, stockholders must tender their shares before the
expiration of the tender offer at one minute past 11:59 p.m., Eastern Time, on February 4th."
Crown's offer is the ONLY OFFER available to Revance
stockholders
The Crown tender offer of $3.65
per Share in cash, without interest and less any applicable tax
withholding, which has been unanimously recommended by Revance's
Board of Directors, is the only offer available to Revance
stockholders.
Teoxane INTENDS TO TENDER its shares in Crown's tender
offer
On January 30th,
Teoxane SA announced that it has withdrawn its non-binding proposal
to acquire Revance and intends to tender all of its Shares,
representing a 6.2% stake, in the tender offer.
Revance stockholders must tender by FEBRUARY 4 DEADLINE for transaction to
close
Crown's tender offer will expire at one minute past 11:59 p.m. Eastern Time, on February 4,
2025. The outside termination date under the Amended and Restated
Merger Agreement, dated December 7,
2024 (the "A&R Merger Agreement") remains
February 7, 2025. Crown reiterates that it does not intend to
extend the outside termination date of the A&R Merger
Agreement.
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.
Tender Offer Details
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 30,
2025, approximately 10,946,712 Shares have been validly tendered
and not properly withdrawn in the tender offer, representing
approximately 10.4313% 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.
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 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. 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.
Contacts
Media:
Alecia
Pulman/Brittany Fraser
ICR
Crown@icrinc.com
Investors:
Laurence Watts
NewStreet
laurence@newstreetir.com
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SOURCE Crown Laboratories, Inc.
