Revance Stockholders Urged to Tender Their Shares in Support of Crown Transaction by the February 4th Deadline
- 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 Now that Teoxane has withdrawn their previous proposal and has indicated that they will tender their shares in support of the Crown transaction, the Crown offer is the only acquisition offer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On January 30th, Teoxane SA announced that it has withdrawn its non-binding proposal to acquire Revance and intends to tender all of its Shares, representing a 6.2% stake, in the tender offer.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.