Crown Laboratories Extension of Tender Offer to Acquire Revance Therapeutics, Inc.

Rhea-AI Summary

Crown Laboratories has announced an extension of its cash tender offer to acquire Revance Therapeutics (RVNC) at $3.10 per share. The tender offer expiration has been extended from January 13, 2025, to January 28, 2025, at Revance's request. As of January 10, 2025, approximately 4,167,526 shares (3.97% of outstanding shares) have been validly tendered.

The proposed acquisition is expected to close in Q1 2025, subject to customary conditions, including the tender of at least a majority of outstanding shares. Previously tendered shares do not require re-tendering. Crown is a privately held global skincare company with distribution in over 50 countries, focusing on aesthetic, premium, and therapeutic skincare products.

Positive

• Acquisition price represents immediate cash value for shareholders
• Expected closing in Q1 2025 provides clear timeline for transaction completion
• No re-tendering required for previously submitted shares

Negative

• Low tender participation rate of only 3.97% as of January 10, 2025
• Extension of tender offer deadline could indicate challenges in reaching majority threshold
• Mandatory tax withholding will reduce the $3.10 per share offer price

Insights

M&A Specialist

The extension of Crown Laboratories' tender offer for Revance Therapeutics reveals concerning dynamics in this $3.10 per share acquisition attempt. The current tender rate of only 3.97% of outstanding shares is remarkably low, suggesting significant shareholder resistance to the deal at the current price point. For context, successful tender offers typically secure commitments well above 50% by this stage.

The deal structure, valuing Revance at approximately $325 million, represents a substantial discount to historical trading levels. The extension to January 28th indicates potential complications in reaching the minimum tender threshold, which could signal either price inadequacy or underlying concerns about the transaction terms. The low participation rate might force Crown to either sweeten the offer or risk deal failure.

The market implications are particularly noteworthy given Revance's aesthetics portfolio and DAXI franchise potential. Crown's strategy to consolidate in the dermatology space through this acquisition appears to be meeting resistance from shareholders who likely view the current offer as undervaluing Revance's long-term prospects.

Investment Strategist

The current tender offer dynamics present a complex arbitrage opportunity. With only 3.97% of shares tendered and the stock trading near the $3.10 offer price, the market is signaling skepticism about the deal's completion under current terms. This creates a tactical trading scenario where the risk-reward profile has shifted significantly.

The extension period introduces additional market uncertainty and potential volatility. Institutional investors typically wait until closer to the deadline to tender shares, but the low initial uptake suggests they may be holding out for better terms. This standoff between Crown and Revance shareholders could lead to several outcomes: a revised offer price, competing bids emerging, or potential deal termination.

For current shareholders, the extension provides optionality while maintaining leverage in potentially negotiating improved terms. However, the risk of deal collapse could lead to significant downside if no alternative buyers emerge, particularly given Revance's current market position and cash burn rate.

JOHNSON CITY, Tenn., Jan. 13, 2025 /PRNewswire/ -- Crown Laboratories, Inc. ("Crown"), a privately held, global innovative leader in the skincare industry, today announced that, at the request of Revance Therapeutics, Inc., ("Revance") (Nasdaq: RVNC), it has extended the expiration of its cash 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 $3.10 per Share in cash, without interest and less any applicable tax withholding.

The tender offer, which was previously scheduled to expire one minute past 11:59 p.m., Eastern time, on January 13, 2025, has been extended until one minute past 11:59 p.m., Eastern time, on January 28, 2025, unless the tender offer is further extended or earlier terminated. The proposed acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions, including the tender of at least a majority of the outstanding Shares as of the expiration of the tender offer.

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 10, 2025, approximately 4,167,526 Shares have been validly tendered and not properly withdrawn in the tender offer, representing approximately 3.97% 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 in response to the extension of the tender offer.

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.

Additional Information and Where to Find It

In connection with its proposed acquisition of Revance, Crown caused its acquisition subsidiary to commence a tender offer to acquire all outstanding Shares of Revance. This communication is for informational purposes only and is not an offer to buy nor a solicitation of an offer to sell any securities of Revance, nor is it a substitute for the tender offer materials that Crown and its acquisition subsidiary filed with the Securities and Exchange Commission ("SEC") upon commencement of the tender offer. A solicitation and offer to buy all outstanding Shares of Revance is only being made pursuant to the 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 have filed with the SEC. In addition, Revance has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF REVANCE ARE URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF REVANCE SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. 

Investors may obtain a free copy of these materials (including the tender offer statement, Offer to Purchase and a 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.

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's 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 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, 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 the Company 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.

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SOURCE Crown Laboratories, Inc.

FAQ

What is the tender offer price for Revance Therapeutics (RVNC) shares?

Crown Laboratories is offering $3.10 per share in cash for Revance Therapeutics shares, subject to applicable tax withholding.

When is the new expiration date for RVNC tender offer?

The tender offer has been extended to one minute past 11:59 p.m., Eastern time, on January 28, 2025.

How many RVNC shares have been tendered as of January 10, 2025?

Approximately 4,167,526 shares, representing 3.97% of outstanding shares, have been validly tendered as of January 10, 2025.

What percentage of RVNC shares need to be tendered for the deal to close?

At least a majority (more than 50%) of the outstanding shares must be tendered for the acquisition to close.

When is the Crown-RVNC acquisition expected to close?

The acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.