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Johnson City-headquartered Crown Laboratories Inc., a privately held, global innovative leader in the skincare industry, and Revance Therapeutics Inc., a Nashville-based biotechnology company aimed at setting the new standard in healthcare with innovative aesthetic and therapeutic offerings, have 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:

1. Revance receiving notice from Teoxane alleging breach by Revance of its exclusive distribution agreement with Teoxane.
2. Revance and Teoxane’s settlement of such alleged breach, including by entry into: (a) 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 (b) the “ANZ Distribution Agreement,” pursuant to which Teoxane will act as Revance’s exclusive distributor and licensee in Australia and New Zealand.
3. Revance’s recent commercial performance relative to prior 2024 financial guidance (which was subsequently withdrawn).
4. Revance’s prospects as a standalone company, if the merger with Crown is not completed, including, but not limited to consideration of: (a) 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 (b) 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 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.

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