Revance, Crown Laboratories amend merger agreement to increase offer price

Crown Laboratories and Revance (RVNC) Therapeutics announced that, on January 17, they amended their previously announced amended and restated 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 in cash, without interest and less any applicable tax withholding, representing 55c 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. 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, has been extended until one minute past 11:59 p.m., Eastern Time, on February 4, 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. The outside termination date for the A&R merger agreement remains February 7. 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, at which time the Crown offer will have lapsed due to the outside termination date.