JOHNSON
CITY, Tenn. and NASHVILLE, Tenn., Dec. 9, 2024
/PRNewswire/ -- Crown Laboratories, Inc. ("Crown"), a privately
held, global innovative leader in the skincare industry, and
Revance Therapeutics, Inc. ("Revance") (NASDAQ: RVNC), a
biotechnology company aimed at setting the new standard in
healthcare with innovative aesthetic and therapeutic offerings,
today announced that they have amended and restated the merger
agreement entered into by the parties on August 11, 2024,
pursuant to which the companies will seek to merge the two
organizations. Under the terms of the amended and restated merger
agreement, which has been unanimously approved by Revance's Board
of Directors, Crown will commence a tender offer to acquire all
outstanding shares of Revance's common stock for $3.10 per share in cash.
"We are pleased to announce the terms of the amended and
restated merger agreement, marking an important step forward
towards the combination of our complementary organizations," said
Jeff Bedard, founder and Chief
Executive Officer of Crown. "We believe Revance's innovative
aesthetics solutions will broaden Crown's cutting-edge aesthetic
offerings and, as a combined company, have the unique opportunity
to build a comprehensive portfolio of high-growth products in
aesthetics and consumer skincare that best serves our skin science
for life vision."
The parties entered into the amended and restated merger
agreement in response to, among other things:
- Revance receiving notice from Teoxane alleging breach by
Revance of its exclusive distribution agreement with Teoxane.
- Revance and Teoxane's settlement of such alleged
breach, including by entry into (i) a sixth amendment to the U.S.
distribution agreement, pursuant to which the parties agreed, among
other things, to certain revised brand guidelines and minimum
purchase commitments through 2029 (which revisions are expected to
have a material impact on Revance's future profitability and cash
flows) and (ii) the "ANZ Distribution Agreement," pursuant to which
Teoxane will act as Revance's exclusive distributor and licensee in
Australia and New Zealand.
- Revance's recent commercial performance relative to prior 2024
financial guidance (which was subsequently withdrawn).
- Revance's prospects as a standalone company (i.e., if
the merger with Crown is not completed) including, but not limited
to consideration of (i) the Company's capital structure and
operating expense profile, and the potential actions that would be
required by the Company to preserve its cash position, including
reductions in operating expenditures that the Company believes
would have a negative impact on revenue growth and (ii) the
likelihood that the Company would be required to refinance its
outstanding indebtedness and/or raise additional equity capital
which could be highly dilutive and uncertain.
Transaction Details
The transaction is expected to close in the first quarter of
2025. Following completion of the merger, Revance will be wholly
owned by Crown and Revance's stock will no longer be publicly
traded on Nasdaq.
The transaction is subject to stockholders validly tendering
shares representing 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.
Revance's Board of Directors unanimously recommends that
Revance's stockholders tender their shares in the tender offer
which is expected to be commenced on December 12, 2024.
Further information regarding the terms and conditions in the
definitive transaction agreement will be provided in the tender
offer materials on Schedule TO and Schedule 14D-9, which will
be filed with the U.S. Securities and Exchange Commission in
connection with the transaction.
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.
About Crown Laboratories
Crown, a privately held,
fully integrated global skincare company, is committed to
developing and providing a diverse portfolio of aesthetic, premium
and therapeutic skincare products that improve the quality of life
for its consumers throughout their skincare journey. An innovative
company focused on skin science for life, Crown's unyielding
pursuit of delivering therapeutic excellence and enhanced patient
outcomes is why it has become a leader in Dermatology and
Aesthetics. Crown has been listed on the Inc. 5000 Fastest Growing
Privately Held Companies List for 11 years and has expanded its
distribution to over 50 countries. For more information, visit
www.crownlaboratories.com.
The "Crown" logo, PanOxyl and Blue Lizard are registered
trademarks of Crown Laboratories, Inc. SkinPen and StriVectin
are registered trademarks of Bellus Medical, LLC and StriVectin
Operating Company, Inc., respectively.
About Revance
Revance is a biotechnology company setting the new standard in
healthcare with innovative aesthetic and therapeutic offerings that
enhance patient outcomes and physician experiences. Revance's
portfolio includes DAXXIFY (DaxibotulinumtoxinA-lanm) for injection
and the RHA Collection of dermal fillers. RHA® technology is
proprietary to and manufactured in Switzerland by Teoxane SA. Revance has
partnered with Teoxane, SA to supply HA fillers for U.S.
distribution. Revance has also partnered with Viatris Inc. to
develop a biosimilar to onabotulinumtoxinA for injection and
Shanghai Fosun Pharmaceutical to commercialize DAXXIFY in
China. Revance's global
headquarters and experience center is located in Nashville, Tennessee. Learn more at
Revance.com, RevanceAesthetics.com, DAXXIFY.com,
HCP.DAXXIFYCervicalDystonia.com, or connect with us on
LinkedIn.
"Revance," the Revance logo, and DAXXIFY are registered
trademarks of Revance Therapeutics, Inc. Resilient Hyaluronic Acid®
and RHA are trademarks of TEOXANE SA.
Additional Information and Where to Find It
The tender offer described above has not yet commenced. This
communication is not an offer to buy nor a solicitation of an offer
to sell any securities of Revance Therapeutics, Inc. The
solicitation and the offer to buy shares of Revance's common stock
will only be made pursuant to a tender offer statement on Schedule
TO, including an offer to purchase, a letter of transmittal and
other related materials that Crown and its acquisition subsidiary
intends to file with the Securities and Exchange Commission (SEC).
In addition, Revance will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Once filed, such documents will be
mailed to the stockholders of Revance free of charge and investors
will also be able to obtain a free copy of these materials
(including the tender offer statement, Offer to Purchase and the
related Letter of Transmittal), as well as the
Solicitation/Recommendation Statement) and other documents filed by
Crown and Revance with the SEC at the website maintained by the SEC
at www.sec.gov. Investors may also obtain, at no charge, any such
documents filed with or furnished to the SEC by Revance under the
"News" section of Revance's website at www.revance.com. The
information contained in, or that can be accessed through,
Revance's or Crown's website is not a part of, or incorporated by
reference herein.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE
DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME), INCLUDING TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT OF REVANCE AND ANY AMENDMENTS
THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER
OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN
THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO
WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE TENDER OFFER.
Forward-Looking Statements
Certain statements contained in this press release are
"forward-looking statements." The use of words such as
"anticipates," "hopes," "may," "should," "intends," "projects,"
"estimates," "expects," "plans" and "believes," among others,
generally identify forward-looking statements. All statements,
other than statements of historical fact, are forward-looking
statements. These forward-looking statements include, among others,
statements relating to Revance's and Crown's future financial
performance, business prospects and strategy, expectations with
respect to the tender offer and the anticipated merger, including
the timing thereof and Revance's and Crown's ability to
successfully complete such transactions and realize the anticipated
benefits. Actual results could differ materially from those
contained in these forward-looking statements for a variety of
reasons, including, among others, the risks and uncertainties
inherent in the tender offer and the anticipated merger, including,
among other things, regarding how many of Revance stockholders will
tender their shares in the tender offer, the possibility that
competing offers will be made, the ability to obtain requisite
regulatory approvals, the ability to satisfy the conditions to the
closing of the tender offer and the anticipated merger, the
expected timing of the tender offer and the anticipated merger, the
possibility that the anticipated merger will not be completed,
difficulties or unanticipated expenses in connection with
integrating the parties' operations, products and employees and the
possibility that anticipated synergies and other anticipated
benefits of the transaction will not be realized in the amounts
expected, within the expected timeframe or at all, the effect of
the announcement of the tender offer and the anticipated merger on
Revance's and Crown's business relationships (including, without
limitations, partners and customers), the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement, the expected tax treatment of
the transaction, and the impact of the transaction on the
businesses of Revance and Crown, and other circumstances beyond
Revance's and Crown's control. You should not place undue reliance
on these forward-looking statements. Certain of these and other
risks and uncertainties are discussed in Revance's and Crown's
filings with the SEC, including the Schedule TO (including the
offer to purchase, letter of transmittal and related documents)
Crown and its acquisition subsidiary will file with the SEC, and
the Solicitation/Recommendation Statement on Schedule 14D-9
Revance will file with the SEC, and Revance's most recent
Form 10-K and Form 10-Q filings with the SEC. Except as
required by law, neither Revance nor Crown undertakes any duty to
update forward-looking statements to reflect events after the date
of this press release.
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SOURCE Crown Laboratories, Inc.