UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Revance Therapeutics, Inc.
(Name of Subject Company)
Revance Therapeutics, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
761330109
(CUSIP Number of Class of Securities)
Mark J. Foley
President and Chief Executive Officer
1222 Demonbreun Street, Suite 2000
Nashville, TN 37203
(651) 724-7755
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Howard Ellin
Demetrius Warrick
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Offer”) by Reba Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Crown Laboratories, Inc. (“Parent” and together with Merger Sub, the “Buyer Parties”), for all of the outstanding shares of common stock, par value $0.001 per share of Revance Therapeutics, Inc. (the “Company”),
to be commenced pursuant to the Amended and Restated Agreement and Plan of Merger, dated December 7, 2024 (the “Merger Agreement”), among the Company, Merger Sub and Parent. If successful, the Offer will be followed by a merger of Merger Sub
with and into the Company (the “Merger”).
This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer and Merger:
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Joint Press Release issued by the Company and Parent, dated December 9, 2024
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Form of letter sent to employees of the Company
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Additional Information and Where to Find It
The tender offer described in this Schedule 14D-9 has not yet commenced. This Schedule 14D-9 is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer
to buy shares of the Company’s common stock will be made only pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Buyer Parties intend to file with the
SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, such documents will be mailed to the stockholders of the Company free of charge and
investors will also be able to obtain a free copy of these materials (including the tender offer statement, Offer and the related letter of transmittal) as well as the Solicitation/Recommendation Statement and other documents filed by the Buyer
Parties and the Company 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 the Company under the “News” section of the
Company’s website at www.revance.com. The information contained in, or that can be accessed through, the Company’s or Parent’s website is not a part of, or incorporated by reference herein.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), INCLUDING THE TENDER OFFER MATERIALS (INCLUDING THE
OFFER, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER
THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF
THE TENDER OFFER.
Cautionary Statement on Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document 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 the Company’s and Parent’s future financial performance, business prospects and strategy, expectations with respect to the Offer and the Merger, including the timing thereof and our and the Buyer Parties’ 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 Offer and the Merger, including, among other things, regarding how many of the Company stockholders will tender their shares in the 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 Offer and the Merger, the expected timing of the Offer and the Merger, the possibility that the 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 announcement of the Offer and the Merger on the Company’s and Parent’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 the Company and Parent, and other circumstances beyond the
Company’s and Parent’s control. You should not place undue reliance on these forward looking statements. Certain of these and other risks and uncertainties are discussed in Company’s and Parent’s filings with the SEC, including the Schedule TO
(including the offer to purchase, letter of transmittal and related documents) the Parent and Merger Sub will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 the Company will file with the SEC, and our most recent
Form 10-K and Form 10-Q filings with the SEC. Except as required by law, neither we nor the Buyer Parties undertake any duty to update forward-looking statements to reflect events after the date of this document.
Exhibit 99.1
Crown Laboratories and Revance Enter into Amended and Restated Merger Agreement
Johnson City and Nashville, Tenn. – December 9, 2024 ― Crown Laboratories, Inc. (“Crown”), a privately held, global innovative leader in the
skincare industry, and Revance Therapeutics, Inc. (“Revance”) (NASDAQ: RVNC), a biotechnology company aimed at setting the new standard in healthcare with innovative aesthetic and therapeutic offerings,
today announced that they have amended and restated the merger agreement entered into by the parties on August 11, 2024, pursuant to which the companies will seek to merge the two organizations. Under the terms of the amended and restated
merger agreement, which has 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.
“We are pleased to announce the terms of the amended and restated merger agreement, marking an important step forward towards the combination of our complementary organizations,” said Jeff Bedard, founder and Chief
Executive Officer of Crown. “We believe Revance’s innovative aesthetics solutions will broaden Crown’s cutting-edge aesthetic offerings and, as a combined company, have the unique opportunity to build a comprehensive portfolio of high-growth products
in aesthetics and consumer skincare that best serves our skin science for life vision.”
The parties entered into the amended and restated merger agreement in response to, among other things:
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Revance receiving notice from Teoxane alleging breach by Revance of its exclusive distribution agreement with Teoxane.
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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.
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Revance’s recent commercial performance relative to prior 2024 financial guidance (which was subsequently withdrawn).
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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.
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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 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.
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.
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 is 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
The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Revance Therapeutics, Inc. The solicitation and the offer to
buy shares of Revance’s common stock will only be made pursuant to a 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 intends to file
with the Securities and Exchange Commission (SEC). In addition, Revance will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, such documents will be mailed to the stockholders
of Revance free of charge and investors will also be able to obtain a free copy of these materials (including the tender offer statement, Offer to Purchase and the 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.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), INCLUDING TENDER OFFER MATERIALS (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT OF REVANCE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT
ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
TENDER OFFER.
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 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 announcement 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, letter of transmittal and related documents) Crown and its acquisition subsidiary will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 Revance will file 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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Contacts
Media:
ICR
Crown@icrinc.com
Investors:
Laurence Watts
NewStreet
laurence@newstreetir.com