Press Release

Crown Laboratories and Revance Amend the A&R Merger Agreement to Increase Offer Price to $3.65 per Share and Extend Existing Tender Offer

  • 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.