Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 2025 (January 17, 2025)

Revance Therapeutics, Inc.

(Exact name of registrant as specified in charter)

Delaware		001-36297		77-0551645
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1222 Demonbreun Street, Suite 2000, Nashville, Tennessee, 37203

(Address of principal executive offices and zip code)

[phone]

(Registrant’s telephone number, including area code)

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		RVNC		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01

Entry Into a Material Definitive Agreement.

A&R Merger Agreement Amendment

On January 17, 2025, Revance Therapeutics, Inc., a Delaware corporation (“Revance” or the “Company”), entered into a second amendment  (the “Second Amendment”) to the Amended and Restated Agreement and Plan of Merger, dated December 7, 2024, and previously amended as of December 11, 2024 (as amended, and as amended by the Second Amendment, the “A&R Merger Agreement”), by and among the Company, Crown Laboratories, Inc., a Delaware corporation (“Parent”) and Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”). Capitalized terms not defined herein shall have the meaning ascribed to them in the A&R Merger Agreement.

Under the Second Amendment, the Company and the Buyer Parties have agreed to amend the A&R Merger Agreement to provide for an offer price of $3.65.

The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of  the Second Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 8.01

Other Events.

On January 21, 2025, Parent announced a second extension of the Expiration Time until one minute past 11:59 p.m., Eastern Time, on February 4, 2025, unless the Offer is further extended or earlier terminated pursuant to the terms of the A&R Merger Agreement (the “Second Extension”). The Offer was previously scheduled to expire one minute past 11:59 p.m., Eastern Time, on January 28, 2025.

On January 21, 2025, the Company and Parent issued a joint press release announcing the execution of the Second Amendment and the Second Extension. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
2.1		Amendment No. 2 to the Amended and Restated Agreement and Plan of Merger, by and among Crown Laboratories, Inc., Reba Merger Sub, Inc. and Revance Therapeutics, Inc., dated as of January 17, 2025.
99.1		Joint Press Release issued by Crown Laboratories, Inc. and Revance Therapeutics, Inc., dated January 21, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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 the Company’s 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 A&R 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) 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 the Company’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, neither the Company nor the Buyer Parties undertake any duty to update forward-looking statements to reflect events after the date of this document.

Additional Information and Where to Find It

The Buyer Parties have commenced a tender offer to acquire all outstanding Shares of Revance. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Revance. The solicitation and the offer to buy shares of Revance’s common stock 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 the Buyer Parties 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. Investors may 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 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 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 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		Revance Therapeutics, Inc.
		By:	/s/ Tobin C. Schilke
		Name:	Tobin C. Schilke
		Title:	Chief Financial Officer
Date:	January 21, 2025

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Exibit 2.1

Execution Version

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of January 17, 2025 (this “Amendment No. 2”), by and among Crown Laboratories, Inc., a Delaware corporation (“Parent”), Reba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyer Parties”), and Revance Therapeutics, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party.”

RECITALS

WHEREAS, the Parties entered into that certain Amended and Restated Agreement and Plan of Merger, dated as of December 7, 2024 (as amended from time to time, and as amended by that certain Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of December 11, 2024, the “Agreement”).

WHEREAS, pursuant to Section 2.1(a) of the Agreement, and subject to the terms thereof, on December 12, 2024, Merger Sub commenced (and Parent caused Merger Sub to commence) the Offer to purchase all of the outstanding Shares (other than Excluded Shares), at a price per Share equal to $3.10, in cash, without interest.

WHEREAS, substantially concurrently with the filing of the Offer Documents on the Offer Commencement Date, the Company filed with the SEC the Schedule 14D-9, which included the Company Board Recommendation.

WHEREAS, under Section 10.4 of the Agreement, the Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of each of the Buyer Parties and the Company; provided that provisions relating to the Financing Sources set forth in Section 10.2, Section 10.3(f), Section 10.6, Section 11.3, Section 11.6, Section 11.8, Section 11.9, Section 11.10, Section 11.11 and Section 10.4 of the Agreement (and the defined terms used therein) may not be amended, modified or altered without the prior written consent of the Financing Sources.

WHEREAS, the Parties desire to amend the Agreement in accordance with Section 10.4 of the Agreement and as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Parties agree as follows:

1.

Defined Terms.  Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

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2.

Amendments to Agreement.

(a)

The definition of “Offer Price”  contained in Recital B of the Agreement is hereby amended and restated to mean “$3.65 per Share”.

(b)

Recital F of the Agreement is hereby amended and restated as follows:

(a) On January 17, 2025, and as a condition and inducement to the Company’s willingness to enter into the Amendment No. 2, Parent delivered (i) a second amended and restated limited guarantee (the “Guarantee”) from Hildred Perennial Partners I, LP, Hildred Capital Co-Invest-REBA, LP, Hildred Equity Partners III, LP and Hildred Equity Partners III-A, LP (collectively, the “Guarantor”) in favor of the Company and pursuant to which, subject to the terms and conditions contained therein, the Guarantor is guaranteeing certain obligations of the Buyer Parties in connection with the Agreement; and (ii) a second amended and restated commitment letter  (the “Equity Commitment Letter”) between Parent and the Guarantor, pursuant to which the Guarantor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein; and (b) concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the Company’s willingness to enter into the Agreement, Parent has delivered the Debt Commitment Letter.

(c)

The definition of “Company Termination Fee” contained in Section 1.1(gg) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Company Termination Fee” means an amount equal to $15,290,488.66.

(d)

The definition of “Parent Termination Fee” contained in Section 1.1(hhh) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Parent Termination Fee” means an amount equal to $22,935,732.99.

(e)

The definition of “Per Share Price” contained in Section 1.1(iii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Per Share Price” means the amount equal to $3.65, without interest thereon, per share of Company Common Stock that is outstanding immediately prior to the Effective Time.

(f)

The last sentence of Section 1.3(b) shall be amended and restated in its entirety to read as follows:

When used herein, the phrases “the date hereof” and “the date of this Agreement” shall mean “December 7, 2024”.

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(g)

Each reference to “As of the date hereof” in the second and third sentences of Section 6.10 of the Agreement are hereby deleted in their entirety and replaced with “As of January 17, 2025”.

(h)

The reference to “As of the date of this Agreement” in the first sentence of Section 6.11(a) of the Agreement is hereby deleted in its entirety and replaced with “As of the date of this Agreement with respect to the Debt Commitment Letter, and as of January 17, 2025 with respect to the Equity Commitment Letter”.

(i)

The reference to “dated as of the date of this Agreement” in Section 6.11(a)(x) is hereby deleted in its entirety and replaced with “dated as of January 17, 2025”.

(j)

The references to “As of the date of this Agreement” in the first and second sentences of Section 6.11(b) of the Agreement, are hereby deleted in their entirety and replaced with “As of the date of this Agreement with respect to the Debt Financing Commitment and as of January 17, 2025 with respect to the Equity Commitment Letter”.

(k)

Each reference to “As of the date of this Agreement” in Section 6.11(d) of the Agreement is hereby deleted in its entirety and replaced with “As of the date of this Agreement with respect to the Debt Financing Commitment and as of January 17, 2025 with respect to the Equity Commitment Letter”.

(l)

The text set forth below under Schedule 7.2(q) of the Company Disclosure Letter shall be deleted in its entirety:

The Company may negotiate and enter into the amendment to the Newark Lease thirty (30) Business Days following the date of this Agreement.

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3.

SEC Filings.  Promptly following the date of this Amendment No. 2:

(a)

Merger Sub shall (and Parent shall cause Merger Sub to) extend the period of time for which the Offer is open for a period of ten (10) Business Days in accordance with Section 2.1(d)(i) of the Agreement and Rule 14e-1(b) promulgated under the Exchange Act;

(b)

Merger Sub shall (and Parent shall cause Merger Sub to) amend the Offer Documents to reflect the foregoing and to reflect the other amendments set forth in this Amendment No. 2; and

(c)

the Company shall file an amended Schedule 14D-9 to reflect the amendments set forth in this Amendment No. 2 and reaffirm the Company Board Recommendation.

4.

Effect of Amendment.  Except as expressly amended and/or superseded by this Amendment No. 2, the Agreement remains and shall remain in full force and effect including, for the avoidance of doubt, Section 10.4, Section 10.2, Section 10.3(f), Section 10.6, Section 11.3, Section 11.6, Section 11.8, Section 11.9, Section 11.10, Section 11.11 and Section 10.4 of the Agreement. This Amendment No. 2 shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment No. 2 and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment No. 2 with respect to the matters set forth herein, the terms of this Amendment No. 2 shall control. Whenever the Agreement is referred to in the Agreement or in any other agreements, documents and instruments, such reference shall be deemed to be to the Agreement as amended by this Amendment No. 2.

5.

Miscellaneous.  Sections 11.1–11.11, Section 11.13 and Section 11.14 of the Agreement are each hereby incorporated by reference mutatis mutandis.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to be executed and delivered by their respective duly authorized officers as of the date first written above.

	CROWN LABORATORIES, INC.
	By:	/s/ Jeffery A. Bedard
		Name:	Jeffery A. Bedard
		Title:	Chief Executive Officer
	REBA MERGER SUB, INC.
	By:	/s/ Jeffery A. Bedard
		Name:	Jeffery A. Bedard
		Title:	Chief Executive Officer
	REVANCE THERAPEUTICS, INC.
	By:	/s/ Mark J. Foley
		Name:	Mark J. Foley
		Title:	President & Chief Executive Officer

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Exhibit 99.1

Crown Laboratories and Revance Amend the A&R Merger Agreement to

Increase Offer Price to $3.65 per Share and Extend Existing Tender Offer

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Increased offer price to $3.65 per share, a $0.55 per share increase

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Improved offer unanimously approved by Revance Board of Directors

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Crown to extend tender offer until 11:59 p.m., Eastern Time, on February 4, 2025

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Crown’s offer is the only fully-financed offer currently available to Revance’s stockholders

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Outside termination date under the A&R Merger Agreement is February 7, 2025

January 21, 2025 – JOHNSON CITY & NASHVILLE, Tenn – (Business Wire) — Crown Laboratories, Inc. (“Crown”) and Revance Therapeutics, Inc. (NASDAQ: RVNC) (“Revance”), today announced that, on January 17, 2025, they amended their previously announced Amended and Restated Merger Agreement (the “Second Amendment,” together with the Amended and Restated Merger Agreement, dated December 7, 2024, the “A&R Merger Agreement”).

Under the terms of the Second Amendment, which has been unanimously approved by the Revance Board of Directors, Revance’s stockholders will receive $3.65 per share of common stock, par value $0.001 per share (each, a “Share”) in cash, without interest and less any applicable tax withholding, representing $0.55 or 17% per share more than the prior offer price. Crown will extend its existing tender offer for all of Revance’s outstanding Shares until one minute past 11:59 p.m., Eastern Time, on February 4, 2025.

“We are pleased to have reached this agreement with Crown which increases value for our stockholders while also providing them with deal certainty,” said Mark J. Foley, Chief Executive Officer of Revance. “After a robust process, our Board concluded that Crown’s offer represented the best outcome for our stockholders. Crown’s offer is the only fully-financed offer currently available to Revance’s stockholders, and we recommend they tender their shares in support of the transaction.”

“Our improved and fully-financed offer provides a meaningful increase in the consideration paid to Revance’s stockholders, and we are pleased that the Revance Board of Directors has unanimously endorsed it,” said Jeff Bedard, founder and Chief Executive Officer of Crown. “We look forward to closing the transaction in short order so we can bring the companies together and continue working on our important mission.”

Transaction and Tender Offer Details

The Crown transaction, which has been unanimously recommended by Revance’s Board of Directors, is the only fully-financed offer that Revance has received since the parties initially entered into the original merger agreement on August 11, 2024, and in the more than six weeks since the parties entered into the Amended and Restated Merger Agreement on December 7, 2024.

Crown’s tender offer, which was previously scheduled to expire one minute past 11:59 p.m., Eastern Time, on January 28, 2025, has been extended until one minute past 11:59 p.m., Eastern Time, on February 4, 2025, unless the tender offer is further extended or earlier terminated. Subject to customary closing conditions, including the tender of more than 50% of the Shares into the tender offer, the transaction is expected to close by February 6, 2025.

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The outside termination date for the A&R Merger Agreement (as amended by the Second Amendment) remains February 7, 2025. Crown does not intend to extend the outside termination date of the A&R Merger Agreement. There is not sufficient time for a third party to consummate a tender offer for the Shares prior to February 7, 2025, at which time the Crown offer will have lapsed due to the outside termination date.

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 17, 2025, approximately 6,322,768 Shares have been validly tendered and not properly withdrawn in the tender offer, representing approximately 6.025% of the issued and outstanding Shares, as of such date and time. Holders that have previously tendered their Shares do not need to re-tender their Shares or take any other action in response to the extension of the tender offer.

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 U.S. 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. Except as described in this press release, 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.

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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 are 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

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.

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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

[e-mail]

Investors:

Laurence Watts

NewStreet

[e-mail]

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Document and Entity Information	Jan. 17, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2025
Entity File Number	001-36297
Entity Registrant Name	Revance Therapeutics, Inc.
Entity Central Index Key	0001479290
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0551645
Entity Address, Address Line One	1222 Demonbreun Street
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37203
City Area Code	615
Local Phone Number	724-7755
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	RVNC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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