Crown Laboratories and Revance Therapeutics Announce Expiration of Tender Offer

Rhea-AI Summary

Crown Laboratories and Revance Therapeutics (NASDAQ: RVNC) announced the expiration of their tender offer, which concluded at 11:59 p.m. Eastern Time on February 4, 2025. The offer to purchase Revance shares at $3.65 per share resulted in 86,197,893 shares being validly tendered, representing 82.0% of outstanding shares.

All conditions for the tender offer have been met, and Crown, along with Reba Merger Sub, will promptly process payments for the tendered shares. The acquisition is expected to be completed on February 6, 2025. Centerview Partners is serving as Revance's financial advisor, while Crown is being advised by Leerink Partners and PJT Partners.

Positive

• High tender participation rate of 82.0% indicates strong shareholder support
• All tender offer conditions have been satisfied
• Immediate payment processing for tendered shares

Negative

• Share price of $3.65 represents exit at relatively low valuation

Insights

M&A Specialist

The successful completion of Crown Laboratories' tender offer for Revance Therapeutics marks a decisive moment in the aesthetics and therapeutics industry consolidation. The 82% tender rate significantly exceeds the typical threshold for successful tender offers, demonstrating robust shareholder confidence in the deal's value proposition.

The $3.65 per share offer price represents Crown's strategic commitment to expanding its presence in the high-margin aesthetics market, particularly gaining access to Revance's flagship product DAXXIFY®, the first and only FDA-approved long-acting neuromodulator. This acquisition strengthens Crown's competitive position against industry giants like AbbVie's Botox.

The rapid progression to closing, scheduled for February 6, indicates well-executed due diligence and regulatory compliance. The involvement of top-tier advisors - Centerview Partners, Leerink Partners and PJT Partners - underscores the deal's complexity and strategic importance. For Revance shareholders, this all-cash transaction provides immediate liquidity and a clean exit opportunity in a challenging market environment for biotech companies.

Healthcare Industry Analyst

This acquisition represents a transformative deal in the $3.2 billion facial aesthetics market. Crown Laboratories, primarily known for skincare and aesthetics products, gains immediate access to Revance's innovative DAXXIFY® platform, the first significant advancement in neuromodulator technology in decades. The integration will create a formidable competitor in the premium aesthetics segment, challenging established players.

The successful tender offer execution, supported by 82% shareholder participation, validates the strategic rationale behind this vertical integration. Crown's established distribution network and commercial infrastructure, combined with Revance's innovative product portfolio, creates significant cross-selling opportunities and potential market share gains in the rapidly growing aesthetics market.

This consolidation reflects the broader trend of strategic buyers acquiring innovative biotech companies with approved products, particularly in the current market environment where standalone commercialization has become increasingly challenging for smaller players.

JOHNSON CITY, Tenn. and NASHVILLE, Tenn., Feb. 5, 2025 /PRNewswire/ -- Crown Laboratories, Inc. ("Crown") and Revance Therapeutics, Inc. (NASDAQ: RVNC) ("Revance"), today announced that the tender offer to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share ("Shares") of Revance at a purchase price of $3.65 per Share, net to the stockholder in cash without interest and less any required tax withholding (the "Offer"), expired as scheduled at one minute past 11:59 p.m., Eastern Time, on February 4, 2025 and was not extended (such date and time, the "Expiration Time").

Computershare Trust Company, N.A., the depositary and paying agent for the Offer, has advised Crown that, as of the Expiration Time, 86,197,893 Shares were validly tendered and not validly withdrawn in the Offer, representing 82.0% of the issued and outstanding Shares as of the Expiration Time. Accordingly, all conditions to the Offer have been satisfied. Crown and its affiliate, Reba Merger Sub, Inc. ("Merger Sub"), will promptly accept for payment, and will promptly pay for, all Shares validly tendered and not validly withdrawn in the Offer.

The parties expect to consummate the acquisition on February 6, 2025, in accordance with, and subject to the terms of, the definitive agreement for the proposed acquisition.

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
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 are 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

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Crown and Merger Sub, filed with the U.S. Securities and Exchange Commission (the "SEC"). The solicitation and offer to buy outstanding Shares of Revance was only made pursuant to the tender offer materials that Crown and Merger Sub filed with the SEC. The tender offer materials are available for free on the SEC's website at www.sec.gov.

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 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 anticipated merger, including, among other things, the ability to satisfy the conditions to the closing of the anticipated merger, the expected timing of 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 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, a related letter of transmittal and related documents) Crown and its acquisition subsidiary have filed with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 Revance has filed 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.

Contacts

Media:
Alecia Pulman
ICR
Crown@icrinc.com 

Investors:
Laurence Watts
NewStreet
laurence@newstreetir.com

 

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SOURCE Crown Laboratories, Inc.

FAQ

What percentage of Revance (RVNC) shares were tendered in the Crown Laboratories acquisition?

82.0% of Revance's outstanding shares (86,197,893 shares) were validly tendered and not withdrawn in the offer.

What is the purchase price per share for Revance (RVNC) in the Crown Laboratories tender offer?

Crown Laboratories offered $3.65 per share in cash, minus any required tax withholding.

When will Crown Laboratories complete the Revance (RVNC) acquisition?

The acquisition is expected to be completed on February 6, 2025.

When did the tender offer for Revance (RVNC) expire?

The tender offer expired at one minute past 11:59 p.m., Eastern Time, on February 4, 2025.