Revance Stockholders Urged to Tender Their Shares in Support of Crown Transaction by the February 4th Deadline
Crown Laboratories and Revance Therapeutics (NASDAQ: RVNC) remind stockholders to tender their shares for Crown's cash offer of $3.65 per share before February 4, 2025. The offer, unanimously approved by Revance's Board of Directors, is now the only acquisition offer available after Teoxane withdrew its previous proposal.
Teoxane, holding a 6.2% stake in Revance, has announced its intention to tender all its shares. As of January 30, 2025, approximately 10,946,712 shares (10.4313% of outstanding shares) have been validly tendered. The transaction requires more than 50% of shares to be tendered and is expected to close by February 6, 2025, subject to customary conditions.
Crown Laboratories e Revance Therapeutics (NASDAQ: RVNC) ricordano agli azionisti di presentare le loro azioni per l'offerta in contante di Crown di $3.65 per azione entro il 4 febbraio 2025. L'offerta, approvata all'unanimità dal Consiglio di Amministrazione di Revance, è attualmente l'unica offerta di acquisizione disponibile dopo che Teoxane ha ritirato la sua proposta precedente.
Teoxane, che detiene una partecipazione del 6,2% in Revance, ha annunciato la sua intenzione di presentare tutte le sue azioni. Alla data del 30 gennaio 2025, circa 10.946.712 azioni (10,4313% delle azioni in circolazione) sono state valide e presentate. La transazione richiede che oltre il 50% delle azioni sia presentato e si prevede che si concluda entro il 6 febbraio 2025, soggetta a condizioni consuete.
Crown Laboratories y Revance Therapeutics (NASDAQ: RVNC) recuerdan a los accionistas que deben presentar sus acciones para la oferta en efectivo de Crown de $3.65 por acción antes del 4 de febrero de 2025. La oferta, aprobada por unanimidad por la Junta Directiva de Revance, es ahora la única oferta de adquisición disponible, después de que Teoxane retirara su propuesta anterior.
Teoxane, que posee un 6.2% de participación en Revance, ha anunciado su intención de presentar todas sus acciones. A fecha del 30 de enero de 2025, aproximadamente 10,946,712 acciones (10.4313% de las acciones en circulación) han sido válidamente presentadas. La transacción requiere que se presente más del 50% de las acciones y se espera que se cierre antes del 6 de febrero de 2025, sujeto a condiciones habituales.
크라운 랩 인더스트리와 레반스 치료제 (NASDAQ: RVNC)는 주주들에게 주당 $3.65의 현금 제안을 위해 자신의 주식을 제출할 것을 상기시킵니다. 이 제안은 레반스의 이사회에서 만장일치로 승인되었으며, 테옥산이 이전 제안을 철회한 이후 현재 유일한 인수 제안입니다.
테옥산은 레반스의 6.2% 지분을 보유하고 있으며, 모든 주식을 제출할 의사를 밝혔습니다. 2025년 1월 30일 기준으로 약 10,946,712주 (발행주식의 10.4313%)가 유효하게 제출되었습니다. 이 거래는 50% 이상의 주식이 제출되어야 하며, 2025년 2월 6일까지 종료될 예정이며, 관습적인 조건에 따릅니다.
Crown Laboratories et Revance Therapeutics (NASDAQ: RVNC) rappellent aux actionnaires de soumettre leurs actions pour l'offre en espèces de Crown de $3.65 par action avant le 4 février 2025. L'offre, approuvée à l'unanimité par le conseil d'administration de Revance, est désormais la seule offre d'acquisition disponible après que Teoxane a retiré sa proposition précédente.
Teoxane, détenant une participation de 6,2 % dans Revance, a annoncé son intention de soumettre toutes ses actions. Au 30 janvier 2025, environ 10 946 712 actions (10,4313 % des actions en circulation) ont été valablement soumises. La transaction nécessite que plus de 50% des actions soient soumises et devrait se conclure d'ici le 6 février 2025, sous réserve des conditions habituelles.
Crown Laboratories und Revance Therapeutics (NASDAQ: RVNC) erinnern die Aktionäre daran, ihre Aktien bis zum 4. Februar 2025 für das Barangebot von Crown von $3.65 pro Aktie einzureichen. Das Angebot, das einstimmig vom Vorstand von Revance genehmigt wurde, ist jetzt das einzige verfügbare Übernahmeangebot, nachdem Teoxane sein vorhergehendes Angebot zurückgezogen hat.
Teoxane, das 6,2% der Anteile an Revance hält, hat die Absicht angekündigt, alle seine Aktien einzureichen. Am 30. Januar 2025 wurden etwa 10.946.712 Aktien (10,4313% der ausstehenden Aktien) gültig eingereicht. Die Transaktion erfordert die Einreichung von mehr als 50% der Aktien und wird voraussichtlich bis zum 6. Februar 2025 abgeschlossen, vorbehaltlich der üblichen Bedingungen.
- Unanimous board approval for the $3.65 per share cash offer
- Teoxane (6.2% stakeholder) commits to tender its shares
- 10.4313% of shares already tendered as of January 30, 2025
- Only acquisition offer available after Teoxane's withdrawal
- Short deadline for tender completion (February 4, 2025)
- Tender still significantly below 50% requirement for closing
Insights
The Crown acquisition of Revance has entered a decisive phase with several critical developments that demand immediate investor attention. The withdrawal of Teoxane's competing proposal and their commitment to tender their
The current tender participation rate of
The unanimous board approval carries substantial weight, indicating thorough due diligence and alignment of interests between management and shareholders. However, the success of this transaction hinges entirely on shareholder participation in the next few days. If the tender threshold isn't met, Revance could face significant challenges, including potential share price volatility and uncertainty about future strategic alternatives.
The transaction structure as a cash tender offer provides certainty of value and immediate liquidity for shareholders, eliminating exposure to integration risks or market volatility. Crown's firm stance on not extending the termination date adds urgency to the situation and suggests confidence in their ability to complete the transaction under current terms.
- Crown offer of
$3.65 - 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
Mark J. Foley, Chief Executive Officer of Revance said: "The Crown tender offer of
Crown's offer is the ONLY OFFER available to Revance stockholders
The Crown tender offer of
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
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
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
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.
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
"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
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 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.
Contacts
Media:
Alecia Pulman/Brittany Fraser
ICR
Crown@icrinc.com
Investors:
Laurence Watts
NewStreet
laurence@newstreetir.com
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SOURCE Crown Laboratories, Inc.
FAQ
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