Revance has agreed to a lower-priced buyout from Crown Laboratories.
Under the new terms, which have 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 instead of the $6.66 per share agreed upon previously.
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 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- Revance’s recent commercial performance relative to prior 2024 financial guidance (which was subsequently withdrawn).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.
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.
