Crown Laboratories and Revance Announce Entry Into Merger Agreement
Crown Laboratories and Revance Therapeutics (NASDAQ: RVNC) have announced a merger agreement, with Crown offering to acquire all outstanding Revance shares for $6.66 per share in cash. This represents a total enterprise value of $924 million and a 89% premium over Revance's closing price on August 9, 2024. The merger aims to create a leading, innovative aesthetics and skincare company, combining Crown's skincare products with Revance's aesthetics offerings.
The combined company will feature flagship brands including DAXXIFY®, RHA® Collection, SkinPen®, PanOxyl®, Blue Lizard®, and StriVectin®. It will have global commercialization capabilities, covering over 10,000 medical professionals and various retail channels. The transaction is expected to close by year-end, subject to stockholder approval and regulatory clearances.
Crown Laboratories e Revance Therapeutics (NASDAQ: RVNC) hanno annunciato un accordo di fusione, con Crown che offre di acquisire tutte le azioni in circolazione di Revance per $6.66 per azione in contante. Questo rappresenta un valore totale dell'impresa di $924 milioni e un 89% di premio rispetto al prezzo di chiusura di Revance del 9 agosto 2024. La fusione mira a creare un'azienda leader e innovativa nel settore estetico e della cura della pelle, combinando i prodotti per la cura della pelle di Crown con le offerte estetiche di Revance.
La società risultante dalla fusione avrà marchi di punta tra cui DAXXIFY®, RHA® Collection, SkinPen®, PanOxyl®, Blue Lizard® e StriVectin®. Disporrà di capacità di commercializzazione globale, coprendo oltre 10.000 professionisti medici e vari canali di vendita al dettaglio. Si prevede che la transazione si chiuda entro la fine dell'anno, soggetta all'approvazione degli azionisti e alle autorizzazioni normative.
Crown Laboratories y Revance Therapeutics (NASDAQ: RVNC) han anunciado un acuerdo de fusión, con Crown ofreciendo adquirir todas las acciones pendientes de Revance por $6.66 por acción en efectivo. Esto representa un valor total empresarial de $924 millones y un 89% de prima sobre el precio de cierre de Revance del 9 de agosto de 2024. La fusión busca crear una empresa líder e innovadora en estética y cuidado de la piel, combinando los productos de cuidado de la piel de Crown con las ofertas estéticas de Revance.
La empresa combinada contará con marcas emblemáticas como DAXXIFY®, RHA® Collection, SkinPen®, PanOxyl®, Blue Lizard® y StriVectin®. Tendrá capacidades de comercialización global, abarcando a más de 10,000 profesionales médicos y varios canales de venta al por menor. Se espera que la transacción se cierre a finales de año, sujeta a la aprobación de los accionistas y las autorizaciones regulatorias.
Crown Laboratories와 Revance Therapeutics (NASDAQ: RVNC)는 합병 계약을 발표했습니다. Crown이 Revance의 모든 유통 주식을 주당 $6.66에 현금으로 인수하겠다고 제안했습니다. 이는 Revance의 2024년 8월 9일 마감 가격에 대해 89%의 프리미엄을 나타내며, 총 기업 가치는 $924 million입니다. 이 합병은 Crown의 피부 관리 제품과 Revance의 미용 제품을 결합하여 선도적이고 혁신적인 미용 및 피부 관리 회사를 만드는 것을 목표로 하고 있습니다.
합병된 회사는 DAXXIFY®, RHA® Collection, SkinPen®, PanOxyl®, Blue Lizard® 및 StriVectin® 등 주요 브랜드를 포함하게 됩니다. 10,000명 이상의 의료 전문가와 다양한 소매 채널을 커버하는 글로벌 상업화 능력을 보유하게 됩니다. 이 거래는 주주 승인 및 규제 승인을 조건으로 연말까지 마무리될 것으로 예상됩니다.
Crown Laboratories et Revance Therapeutics (NASDAQ: RVNC) ont annoncé un accord de fusion, Crown proposant d'acquérir toutes les actions en circulation de Revance pour 6,66 $ par action en espèces. Cela représente une valeur totale d'entreprise de 924 millions $ et une prime de 89% par rapport au prix de clôture de Revance du 9 août 2024. La fusion vise à créer une entreprise innovante et leader dans le domaine des esthétiques et des soins de la peau, combinant les produits de soin de la peau de Crown avec les offres esthétiques de Revance.
La société combinée disposera de marques phares telles que DAXXIFY®, RHA® Collection, SkinPen®, PanOxyl®, Blue Lizard® et StriVectin®. Elle aura des capacités de commercialisation globales, couvrant plus de 10 000 professionnels de la santé et divers canaux de vente au détail. La transaction devrait être finalisée d'ici la fin de l'année, sous réserve de l'approbation des actionnaires et des autorisations réglementaires.
Crown Laboratories und Revance Therapeutics (NASDAQ: RVNC) haben eine Fusionsvereinbarung bekannt gegeben, wobei Crown anbietet, alle ausstehenden Revance-Aktien für 6,66 $ pro Aktie in bar zu erwerben. Dies stellt einen gesamten Unternehmenswert von 924 Millionen $ dar und bietet einen 89% Aufschlag auf den Schlusskurs von Revance am 9. August 2024. Die Fusion zielt darauf ab, ein führendes, innovatives Unternehmen für Ästhetik und Hautpflege zu schaffen, indem die Hautpflegeprodukte von Crown mit den ästhetischen Angeboten von Revance kombiniert werden.
Das fusionierte Unternehmen wird führende Marken wie DAXXIFY®, RHA® Collection, SkinPen®, PanOxyl®, Blue Lizard® und StriVectin® umfassen. Es wird über globale Vermarktungsfähigkeiten verfügen, die über 10.000 medizinische Fachkräfte und verschiedene Einzelhandelskanäle abdecken. Es wird erwartet, dass die Transaktion bis Ende des Jahres abgeschlossen sein wird, vorbehaltlich der Zustimmung der Aktionäre und der behördlichen Genehmigungen.
- Merger creates a leading, innovative aesthetics and skincare company with complementary product lines
- Crown's offer represents an 89% premium over Revance's closing price, potentially benefiting shareholders
- Combined company will have global commercialization capabilities, covering over 10,000 medical professionals
- Expanded portfolio of 10+ cutting-edge skin health and aesthetic brands
- Potential for new product development through internal R&D and integrated manufacturing
- Revance will be delisted from NASDAQ following the merger completion
- Transaction is subject to regulatory approvals and other closing conditions, which may delay or prevent completion
Insights
This merger represents a significant consolidation in the aesthetics and skincare industry. Crown's acquisition of Revance at
The deal combines Crown's skincare expertise with Revance's innovative aesthetics offerings, potentially creating a powerhouse in the high-growth aesthetics market. The merged entity's expanded product portfolio and distribution network could lead to increased market share and revenue growth. However, investors should monitor integration challenges and the combined company's ability to maintain innovation in a competitive landscape.
This merger aligns with the growing trend of consolidation in the aesthetics and skincare industry. The combined company will have a diverse portfolio of products spanning medical-grade treatments to consumer skincare, positioning it well in multiple market segments. The expanded distribution network, covering over 10,000 medical professionals and various retail channels, could significantly enhance market penetration.
The deal's timing is strategic, capitalizing on the increasing consumer demand for advanced skincare and aesthetic treatments. However, success will depend on effective integration of the two companies' cultures and operations, as well as navigating potential regulatory hurdles in this sensitive industry.
From a legal perspective, this merger faces several key considerations. The transaction structure as a tender offer followed by a second-step merger is common for public company acquisitions. However, it's subject to regulatory approvals and stockholder acceptance, which could present hurdles.
The
Combination provides opportunity to create a leading, innovative, high-growth aesthetics and skincare company
Brings together two high-quality, complementary product lines
Combined company's flagship brands to include DAXXIFY® (toxin), the RHA® Collection (filler), SkinPen® (microneedling), PanOxyl® (acne), Blue Lizard® (sunscreen), and StriVectin® (anti-aging)
Opportunity for global commercialization capabilities with coverage of >10,000 medical professionals, mass retailers, specialty retailers, club retailers, and an ecommerce channel
New product flow potential through internal product development and an integrated manufacturing operation
Experienced leadership team that leverages the strength of both organizations
Under the terms of the 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
"This is a significant step forward in Crown's vision to become a fully integrated global aesthetics and skincare company, bringing innovative solutions to physicians, patients and consumers in the incredibly dynamic aesthetics and skincare market," said Jeff Bedard, founder and Chief Executive Officer of Crown. "Revance has an impressive track record in developing innovative aesthetics offerings that will complement Crown's innovative line of skincare products. As a combined company, we have the opportunity to create a comprehensive portfolio of high-growth products for all stages of life, and we will be committed to investing in education, training, and practice support for aesthetics providers across
Upon completion of the transaction, Crown Laboratories expects to be one of the leading global aesthetics and skincare companies in an attractive, high-growth market, with an industry-leading portfolio of 10+ cutting-edge skin health and aesthetic brands, and one of the largest distribution footprints in skincare across medical, retail and e-commerce channels.
Mark J. Foley, President and Chief Executive Officer of Revance said, "Over the past several years, Revance has brought to the market innovative aesthetic and therapeutic offerings that have elevated patient and physician experiences. We are excited about this transaction and to be joining forces with Crown Laboratories, which will enable us to broaden our provider network as well as provide us with an expanded portfolio of products. We also believe that the merger provides substantial value for our stockholders. Crown shares our commitment to innovation and scale and will help us accelerate our growth. Scale and product breadth are important factors in the markets in which we compete and, by combining with Crown, we will be able to offer our customers a more compelling range of products and services while, at the same time, benefiting from the combined strength of our collective commercial organizations."
Transaction Details
The transaction is expected to close by year end. 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, required regulatory approvals and 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.
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
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.
PJT Partners is serving as financial advisor 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
"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 Laboratories 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 Laboratories 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 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 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 Merger, the expected timing of the tender offer and the Merger, the possibility that the 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 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 the Company 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.
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