#United States #Nashville #Merger Agreement #Crown Laboratories #Revance Therapeutics

Crown Laboratories and Revance Therapeutics: Amended Merger Agreement

Crown Laboratories, Inc. and Revance Therapeutics, Inc. have revised their merger agreement, with significant implications for both companies' shareholders. This new arrangement, announced on January 21, 2025, raises the offer price to $3.65 per share, a notable increase of $0.55 or 17% from the previous offer. This adjustment not only reflects Crown's commitment to enhancing shareholder value but also reinforces Revance's position in the ever-evolving biotech landscape.

Key Highlights of the Amended Agreement

The revised terms of this merger agreement, which has received unanimous approval from Revance’s Board of Directors, will be beneficial for Revance's shareholders. They will now receive $3.65 in cash per share of common stock without interest and subject to applicable tax withholding. The extension of the tender offer period to 11:59 PM Eastern Time on February 4, 2025, aims to give shareholders ample time to consider this improved offer.

Crown's CEO, Jeff Bedard, expressed satisfaction with the agreement, stating, "Our improved and fully-financed offer provides a meaningful increase in the consideration paid to Revance's stockholders… We look forward to closing the transaction in short order so we can bring the companies together and continue working on our important mission."

Mark J. Foley, Chief Executive Officer of Revance, echoed this sentiment, emphasizing that the agreement not only provides value for shareholders but also ensures deal certainty amid a complex market environment.

Significance of the Fully-Financed Offer

Crown's offer stands out as the only fully-financed proposal Revance has received since initiating their merger discussions back in August 2024. This is particularly important as it demonstrates Crown's strong financial backing and commitment to completing the merger smoothly. Given the timeframe stipulated by the outside termination date of February 7, 2025, there is little room for any competing bid to emerge, further solidifying Crown's position in this acquisition.

As of January 17, 2025, approximately 6,322,768 shares of Revance had been tendered, accounting for around 6.025% of the outstanding shares. Shareholders who have already submitted their shares will not need to take any additional action in light of the extension of the tender offer. There's a sense of urgency for shareholders to participate in this tender offer, given the positive implications the merger is anticipated to have on the companies involved.

Looking Forward: The Path Ahead

The transaction is expected to close shortly after the tender period concludes, contingent upon customary closing conditions and the tender of more than 50% of the shares. If all goes according to plans, by February 6, 2025, both companies anticipate merging their operations, thereby creating stronger offerings for stakeholders in the healthcare and aesthetic sectors.

This merger signifies not only a consolidation of resources and expertise but potentially greater innovation and product offerings from both Crown and Revance. With Crown's reputation as a global skincare leader combined with Revance's pioneering advancements in biotechnology, the foods, and medication markets are poised for innovative developments that could change the industry landscape.

In conclusion, this amendment to the merger agreement serves as a strategic maneuver for both Crown Laboratories and Revance Therapeutics. As they navigate this merger, all eyes will be on how this development influences the companies' trajectories in the rapidly evolving biotech and skincare markets, paving the way for future successes and enhanced shareholder value.