#United States #Crown Laboratories #Revance Therapeutics #Teoxane #Nashville, Tennessee

Revance Shareholders Urged to Submit Their Shares for Crown's Tender Offer

In a significant development for Revance Therapeutics, Inc. shareholders, Crown Laboratories, Inc. has issued a strong reminder urging stockholders to tender their shares in support of its cash tender offer. The deadline for this tender is set for one minute after 11:59 p.m. ET on February 4, 2025. This announcement comes following Teoxane's decision to withdraw its previous acquisition proposal.

Key Details of the Tender Offer

Crown's tender offer stands at $3.65 per share, a price that has gained unanimous approval from Revance's Board of Directors. The Board, after thorough consideration, has concluded that this offer is the most advantageous option for stockholders. Mark J. Foley, CEO of Revance, emphasized that the Crown offer is currently the only prospective acquisition deal available for Revance investors.

On January 30, 2025, Teoxane SA confirmed its intent to withdraw its prior non-binding proposal for acquiring Revance, choosing instead to fully tender its 6.2% stake in the upcoming Crown tender. This action reinforces Crown's position as the sole bidder, enhancing the urgency for Revance stockholders to act promptly.

Importance of Tendering Shares

For stockholders to partake in this transaction, they must ensure their shares are tendered by the impending deadline. The requirement is critical due to the stipulations outlined in the Amended and Restated Merger Agreement dated December 7, 2024. The agreement specifies that the transaction will only proceed if over 50% of Revance's shares are tendered in the offer.

Crown has made it clear that it does not intend to extend the deadline or the outside termination date, which remains set for February 7, 2025. The anticipated close of the transaction is expected by February 6, conditional upon customary closing parameters.

As of January 30, 2025, approximately 10.95 million shares, or roughly 10.43% of the outstanding shares, have already been validly tendered into the offer. Notably, those who have already submitted their shares do not need to re-tender.

Regulatory and Advisory Considerations

The tender offer is subject to standard conditions outlined in the Offer to Purchase submitted to the Securities and Exchange Commission (SEC). Interest in the transaction is significant, indicated by the previously filed tender offer materials available on the SEC’s website and other public avenues.

Revance is supported by Centerview Partners LLC as its financial advisor, while Skadden, Arps, Slate, Meagher & Flom LLP provides legal counsel. Conversely, Crown's advisory comprises Leerink Partners and PJT Partners, with Kirkland & Ellis LLP and Lowenstein Sandler LLP serving as their legal advisors.

About Crown and Revance

Crown Laboratories is a fully integrated global skincare company recognized for its wide spectrum of aesthetic, premium, and therapeutic skincare products designed to enhance the quality of life. With a strong commitment to innovation, Crown operates in over 50 countries and has continuously been listed among the Inc. 5000 fastest-growing private firms for over a decade.

Revance is a pioneering biotechnology company noted for its advancements in healthcare through innovative aesthetic and therapeutic products. Its portfolio includes unique offerings such as DAXXIFY and the RHA Collection of dermal fillers. Revance emphasizes enhancing patient outcomes and physician experiences as a hallmark of its operations.

Investors and stockholders of Revance are encouraged to review the full tender offer documents and make informed decisions regarding their participations. The upcoming deadline is pivotal, and active engagement is essential for stockholders looking to secure the best returns from their investments.