공시 • Feb 06
Crown Laboratories, Inc. completed the acquisition of Revance Therapeutics, Inc. (NasdaqGM:RVNC).
Crown Laboratories, Inc. entered into letter of intent to acquire Revance Therapeutics, Inc. (NasdaqGM:RVNC) from a group of shareholders on June 21, 2024. Crown Laboratories, Inc. entered into a merger agreement to acquire Revance Therapeutics, Inc. (NasdaqGM:RVNC) from a group of shareholders for approximately $720 million on August 11, 2024. Under the terms of the agreement, Crown will commence a tender offer to acquire all outstanding shares of Revance's common stock for $6.66 per share in cash. 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. As of December 9, 2024, Crown Laboratories, Inc. will commence a tender offer to acquire all outstanding shares of Revance’s common stock for $3.10 per share in cash. 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. Following completion of the merger, Revance will be wholly owned by Crown and Revance's stock will no longer be publicly traded on Nasdaq. As of October 18, 2024, due to ongoing discussion, the parties further extend the date by which Crown is obligated to commence the tender offer for all of the outstanding shares of common stock of the company, pursuant to the previously announced agreement and plan of merger, dated as of August 11, 2024, by and among the buyer parties and the company, to October 25, 2024 or such other date as may be mutually agreed to between the Company and the Buyer Parties. Upon termination of the Merger Agreement under specified circumstances, the Revance Therapeutics will be required to pay Crown Laboratories a termination fee of $28.76 million. The Merger Agreement also provides that Crown Laboratories, Inc. will be required to pay the Revance Therapeutics a reverse termination fee of $43.14 million upon termination of the Merger Agreement under specified circumstances. As of January 16, 2025, Crown provided to Revance non-binding proposed amendments to the A&R Merger Agreement, Equity Commitment Letter and Limited Guarantee (together, the “Crown Proposal”). The Crown Proposal contemplates the following material changes to the terms of the A&R Merger Agreement: (i) an increase in the Offer Price to $3.65 per share; (ii) Updated Company Termination Fee to $15,290,488.66; and Parent Termination Fee to $22,935,732.99. As of November 7, 2024, Revance and Crown agreed to extend the tender offer commencement date to November 12, 2024 or another date mutually agreed to between the parties. As on November 26, 2024, Revance and Crown agreed to extend the tender offer commencement date to November 29, 2024. As on November 29, 2024, Revance and Crown agreed to extend the tender offer commencement date to December 3, 2024. As of December 9, 2024, the tender offer is expected to be commenced on December 12, 2024. As of December 12, 2024 the tender offer commenced. The Revance Board unanimously determined that the offer and the merger are advisable and in the best interest of Revance and its stockholders and recommends they tender their shares to Crown. The tender offer is scheduled to expire at one minute after 11:59 p.m., Eastern Time on January 13, 2025. 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. As of January 16, 2025, Crown indicated that the $3.65 offer expires at 4:10 p.m., Eastern Time, on January 17, 2025. As per amended filing, Tender offer will expire at one minute past 11:59 p.m., Eastern Time, on February 4, 2025. As of February 4, 2025, the tender offer expired. 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 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. Revance's Board of Directors unanimously approved the transaction and unanimously recommends that Revance's stockholders tender their shares in the tender offer. Crown Laboratories board of directors approved the transaction. The approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been received. The transaction is expected to close by year end. As of December 9, 2024, the transaction is expected to close in the first quarter of 2025. The parties expect to consummate the acquisition on February 6, 2025.
Centerview Partners LLC is serving as exclusive financial advisor and fairness opinion provider to Revance; Howard Ellin, Demetrius Warrick, M. Janine Jjingo and Ryne C Posey of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors for Revance. PJT Partners is serving as financial advisor to Crown; Marshall P. Shaffer, Edward J. Lee, Joshua Kogan, Andrew Norwich, Jordan Murray, Juliet Anderson, Justin Samson, Jason Kanner, Chad Davis, Angela A. Hagerman, Scott D. Price, Anthony Ji, Julia Danforth, Philippa Bond, Van Whiting, Albert Y. Kim and Steven M. Choi of Kirkland & Ellis LLP and Sam E. Khan, Kimberly E. Lomot, Angela Raleigh, Megan Monson, Nicholas G. Mehler, Matthew P. Hintz, Robert J. Paradiso, Alyssa D’Antonio, Eric Jesse, James C. Shehan, Manali Joglekar, Mark S. Heinzelmann, Theodore C. Sica, Raquel Smith, and Mitchell McDonald of Lowenstein Sandler LLP are serving as legal advisors to Crown. Leerink Partners acted as financial advisor to Crown. Revance paid $1,500,000 to Centerview Partners LLC for his fairness opinion role and paid $17,000,000 for his financial service role. Computershare Trust Company acted as depositary bank to Revance Therapeutics.
Crown Laboratories, Inc. completed the acquisition of Revance Therapeutics, Inc. (NasdaqGM:RVNC) on February 6, 2025.