Crown Laboratories Commences Friendly Tender Offer for All Outstanding Common Shares of Revance Therapeutics at $3.10 Per Share
JOHNSON CITY, Tenn., Dec. 12, 2024 /PRNewswire/ -- Crown Laboratories, Inc. ("Crown"), a privately held, global innovative leader in the skincare industry, today announced that it has commenced a cash tender offer to acquire all outstanding shares of common stock of Revance Therapeutics, Inc., ("Revance") (Nasdaq: RVNC) at a price of $3.10 per share in cash. The tender offer is being made in connection with the Amended and Restated Merger Agreement, dated December 7, 2024 (as amended or supplemented from time to time, the "A&R Merger Agreement").
"We are pleased that the Board of Directors of Revance (the "Revance Board") unanimously supports the transaction and recommends that stockholders tender their shares. Crown's offer provides certainty of value and immediate liquidity to Revance stockholders," said Jeff Bedard, founder and Chief Executive Officer of Crown. "We look forward to bringing these organizations together for the benefit of customers and furthering our commitment to science-based solutions for healthy skin."
Offer Unanimously Recommended by the Revance Board
The Revance Board unanimously determined that the offer and the merger are advisable and in the best interest of Revance and its stockholders and recommends they tender their shares to Crown. The Revance Board, with the assistance of its management team and advisors, engaged in a comprehensive review of a range of strategic alternatives and engaged with over a dozen parties to determine interest in a transaction.
Cash Consideration Provides Immediate Liquidity and Certainty of Value
The Revance Board took into account various factors, including the changing dynamics of the aesthetic injectable market and the potential risks related to Revance's outstanding debt obligations and nearing maturities of such debt, in its determination, as described in Revance's Schedule 14D-9 (as defined below). The Revance Board believed the certainty of value provided by the $3.10 cash offer was in the best interest of stockholders, especially when viewed against the risks and uncertainties associated with Revance's stand-alone strategy.
Tender Offer Details
On December 12, 2024 Crown filed with the U.S. Securities and Exchange Commission ("SEC") a tender offer statement on Schedule TO, including an offer to purchase and letter of transmittal (the "Schedule TO"), which sets forth the terms of the tender offer. Additionally, Revance filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the "Schedule 14D-9") that includes the recommendation of the Revance Board that Revance stockholders accept the tender offer and tender their shares.
The tender offer is scheduled to expire at one minute after 11:59 p.m., Eastern Time on January 13, 2025, unless extended in accordance with the terms of the tender offer and A&R Merger Agreement. Consummation of the tender offer is subject to customary terms and conditions, including the tender of a number of shares of common stock of Revance which represents at least a majority of the voting power of Revance and the satisfaction of other customary closing conditions.
Following the successful closing of the tender offer, Crown will acquire any shares of Revance that are not tendered in the tender offer through a second-step merger for the same consideration as paid in the tender offer.
The complete terms and conditions of the tender offer are set forth in the Schedule TO, including the offer to purchase, a letter of transmittal, which have been filed with the SEC and are being mailed to Revance's stockholders together with the Schedule 14D-9. A copy of these documents may be obtained at the website maintained by the SEC at www.sec.gov.
