UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

REVANCE THERAPEUTICS, INC.

(Name of Subject Company (issuer))

REBA MERGER SUB, INC.

(Offeror)

a wholly-owned subsidiary of

CROWN LABORATORIES, INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common stock, $0.001 par value per share

(Title of Class of Securities)

761330109

(CUSIP Number of Class of Securities)

Shellie Hammock

Executive Vice President and General Counsel

Crown Laboratories, Inc.

207 Mockingbird Lane

Johnson City, TN 37604

Telephone: [(423) 491-7547]

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

 

Pippa Bond, P.C.
Kirkland & Ellis LLP
2049 Century Park East, Suite 3700
Los Angeles, CA 90067
Telephone: (310) 552-4200
  Julia Danforth
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800

 

 

 

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

Third-party tender offer subject to Rule 14d-1.

 

Going-private transaction subject to Rule 13e-3.

 

Issuer tender offer subject to Rule 13e-4.

 

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

 

Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

 

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

 

 

 


This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer by Reba Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Crown Laboratories, Inc., a Delaware corporation (“Crown”), for all of the outstanding shares of common stock of Revance Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of August 11, 2024 (the “Merger Agreement”), among Crown, Purchaser and the Company.

Additional Information and Where to Find It

The tender offer described in this Tender Offer Statement on Schedule TO has not yet commenced. This Schedule TO 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 Crown and Purchaser intend to file with the Securities and Exchange Commission (“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 to purchase and the related letter of transmittal) as well as the Solicitation/Recommendation Statement and other documents filed by Crown and Purchaser 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 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 THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHAE, 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 Crown’s the Company’s future financial performance, business prospects and strategy, expectations with respect to the tender offer and the merger, including the timing thereof and the Company’s and Crown’s and Purchaser’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 merger, including, among other things, regarding how many of the Company 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 merger, the expected timing of the tender 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 tender offer and the merger on the Company’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 the Company and Crown, and other circumstances beyond the Company’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 Company’s and Crown’s filings with the SEC, including the Schedule TO (including the offer to purchase, letter of transmittal and related documents) the Crown and Purchaser 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 Crown, Purchaser, nor the Company undertake any duty to update forward-looking statements to reflect events after the date of this document.

Item 12. Exhibits

 

Exhibit No.   

Description

Exhibit 99.1    Joint Press Release, issued by Crown and the Company on August 12, 2024.
Exhibit 99.2    Key Messages, issued on August 12, 2024.
Exhibit 99.3    Crown CEO Letter to Employees, issued on August 12, 2024.
Exhibit 99.4    Crown CEO Letter to Suppliers, issued on August 12, 2024.
Exhibit 99.5    Crown CEO Letter to Salesforce & Talking Points, issued on August 12, 2024.
Exhibit 99.6    Crown CEO Letter to Customers & KOLs, issued on August 12, 2024.
Exhibit 99.7    Salesforce FAQs, issued on August 12, 2024.

 

3

Exhibit 99.1

 

LOGO    LOGO

Crown Laboratories and Revance Announce Entry Into Merger Agreement

Combination provides opportunity to create a leading, innovative, high-growth aesthetics and skincare company

Brings together two high-quality, complementary product lines

Combined company’s flagship brands to include DAXXIFY® (toxin), the RHA® Collection (filler), SkinPen® (microneedling), PanOxyl® (acne), Blue Lizard® (sunscreen), and StriVectin® (anti-aging)

Opportunity for global commercialization capabilities with coverage of >10,000 medical professionals, mass retailers, specialty retailers, club retailers, and an ecommerce channel

New product flow potential through internal product development and an integrated manufacturing operation

Experienced leadership team that leverages the strength of both organizations

Johnson City and Nashville, Tenn. – August 12, 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 entered into a merger agreement pursuant to which the companies seek to merge the two complementary organizations.

Under the terms of the 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 $6.66 per share in cash, representing a total enterprise value of $924 million. The purchase price represents a premium of 89% over Revance’s closing market price on August 9, 2024, and a 111% premium to Revance’s 60-day volume-weighted average price.

“This is a significant step forward in Crown’s vision to become a fully integrated global aesthetics and skincare company, bringing innovative solutions to physicians, patients and consumers in the incredibly dynamic aesthetics and skincare market,” said Jeff Bedard, founder and Chief Executive Officer of Crown. “Revance has an impressive track record in developing innovative aesthetics offerings that will complement Crown’s innovative line of skincare products. As a combined company, we have the opportunity to create a comprehensive portfolio of high-growth products for all stages of life, and we will be committed to investing in education, training, and practice support for aesthetics providers across the United States.”


Upon completion of the transaction, Crown Laboratories expects to be one of the leading global aesthetics and skincare companies in an attractive, high-growth market, with an industry-leading portfolio of 10+ cutting-edge skin health and aesthetic brands, and one of the largest distribution footprints in skincare across medical, retail and e-commerce channels.

Mark J. Foley, President and Chief Executive Officer of Revance said, “Over the past several years, Revance has brought to the market innovative aesthetic and therapeutic offerings that have elevated patient and physician experiences. We are excited about this transaction and to be joining forces with Crown Laboratories, which will enable us to broaden our provider network as well as provide us with an expanded portfolio of products. We also believe that the merger provides substantial value for our stockholders. Crown shares our commitment to innovation and scale and will help us accelerate our growth. Scale and product breadth are important factors in the markets in which we compete and, by combining with Crown, we will be able to offer our customers a more compelling range of products and services while, at the same time, benefiting from the combined strength of our collective commercial organizations.”

Transaction Details

The transaction is expected to close by year end. 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, required regulatory approvals and 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.

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.

PJT Partners is serving as financial advisor to Crown; Kirkland & Ellis LLP and Lowenstein Sandler LLP are serving as legal advisors to Crown.

About Crown Laboratories

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.

# # #

Contacts

Media:

Alecia Pulman

ICR

Crown@icrinc.com

Investors:

Laurence Watts

NewStreet

laurence@newstreetir.com

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 Laboratories 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 Laboratories 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 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 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 Merger, the expected timing of the tender 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 tender offer and the 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 the Company 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.

Exhibit 99.2

KEY MESSAGES

GENERAL MESSAGING (FOR EXTERNAL + INTERNAL AUDIENCES)

Business Rationale

 

   

Crown Laboratories (“Crown”), a global innovative leader in the skincare industry, and Revance Therapeutics, Inc. (“Revance”) (NASDAQ: RVNC), an aesthetics company setting the new standard in healthcare with innovative aesthetic and therapeutic offerings that enhance patient outcomes and physician experiences, today announced that the companies have entered into an agreement for Crown to merge with Revance.

 

   

We believe the combined company will be one of the leading global aesthetics and skincare companies, and encompass one of the most comprehensive portfolios of aesthetic and skincare brands including:

 

   

DAXXIFY® for injection, the RHA® Collection of dermal fillers, and SkinPen regenerative microneedling.

 

   

These brands represent the three pillars of facial aesthetics: relax, restore and regenerate

 

   

Products across high value skin health categories that address skin health at all stages of life: aesthetics, anti-aging, acne and sun care.

 

   

Together, we believe that Crown and Revance will become an industry leader in an attractive, high-growth market. This industry is poised for continued growth, which this newly formed company will be well positioned to capitalize on:

 

   

The growing desire for consumers to align with brands focused on science and efficacy.

 

   

The demand for aesthetics products and services is on the rise globally.

 

   

We believe the aesthetic market has the potential to double in size over the next five years.

 

   

There is one aesthetic procedure every second in the U.S.

 

   

There are more aesthetics providers than ever before and the quality of aesthetics services they provide is enhanced by the science and innovation we provide.

 

   

Aesthetics is in a golden age and we are positioned for success.


   

We are extremely excited about this transaction and the new company, which will be truly valuable to our customers, as we will operate at the intersection of professional aesthetics and consumer skincare.

 

   

We expect to continue to build and expand our offerings in consumer skin care with product lines for anti-aging, acne, and sun care.

 

   

We will also have what we believe will be one of the broadest and deepest offerings in aesthetics including toxins, fillers, microneedling, PRP, and topical skin care.

 

   

These offerings allow us to develop a true partnership with our practice partners and the patients they serve.

 

   

The new company will offer comprehensive platform capabilities, with the ability to serve an omni-channel audience, including mass retail, specialty retail, club, ecommerce, med spas and physician practices. This will be coupled with one of the largest, highly trained and most experienced aesthetic sales forces in the U.S. serving over 10,000 practices.

 

   

We expect to serve over 10,000 aesthetics providers in the US and over 40,000 retail stores with our comprehensive skincare offerings.

 

   

We plan to remain dedicated to developing and providing a diverse portfolio of safe and effective scientific solutions for life-long healthy skin and aspire to innovate and commercialize new products across our business verticals that bring opportunity for deeper relationships with our customers.

 

   

We will be committed to investing in aesthetic provider education and training.

 

   

We plan to invest in DAXXIFY®, RHA® and SkinPen in terms of education, training, and practice support to maximize the potential of these important products.

 

   

This transaction marks a pivotal moment in the company’s growth strategy – and furthers Crown’s long-term vision to become a fully integrated global skincare company by delivering scientifically based, clinically proven skincare and aesthetic solutions to customers.

 

   

In terms of our cultural synergies - both companies are mission-driven and aligned in their focus on creating skincare and aesthetic offerings that enhance patient outcomes and physician experiences.

 

   

As a fully integrated global skincare company, Crown’s goal is “Skin Science for Life” – leading with an investment in research and product development to bring innovative solutions to physicians, patients, and consumers throughout their lifetime skin health journey.

 

2


   

Similarly, Revance’s focus is rooted in innovation and science, to set the new standard in healthcare with innovative aesthetic and therapeutic offerings that enhance patient outcomes and physician experiences.

Financials/Terms of the Deal

 

   

Under the terms of the 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 $6.66 per share in cash, representing a total enterprise value of $924 million.

 

   

The purchase price represents a premium of 89% over Revance’s closing market price on August 9, 2024, and a 111% premium to Revance’s 60-day volume-weighted average price.

 

   

The transaction is expected to close by year end. The transaction has been unanimously approved by Revance’s Board of Directors and 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.

 

   

Centerview Partners is serving as financial advisor for Revance; Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor for Revance. PJT Partners is serving as financial advisor to Crown; Kirkland & Ellis LLP and Lowenstein Sandler LLP are serving as legal advisors to Crown.

 

   

Following completion of the acquisition, Revance will be wholly owned by Crown and Revance’s stock will no longer be publicly traded on Nasdaq.

CROWN KEY MESSAGES

Employee Messaging (For Internal Communications – Employee Memo, Town Hall, etc.)

 

   

Revance is an aesthetics company setting the new standard in healthcare with innovative aesthetic and therapeutic offerings that enhance patient outcomes and physician experiences.

 

   

I am sure you are familiar with some of their products, including DAXXIFY® for injection and the RHA® Collection of dermal fillers.

 

   

There are several reasons why this strategic merger agreement with Revance’s innovative team is beneficial for our Company. Upon completion of the deal, we expect to:

 

   

Significantly enhance our Crown Aesthetics portfolio and market presence

 

3


   

Become one of the leading companies in the Aesthetics market globally.

 

   

Enter new categories and strengthen our offering in existing ones, providing us with more opportunities to compete and deepen our relationships with our customers.

 

   

Accelerate our product development and enhance our technological edge.

 

   

We are confident that this strategic move will drive our business forward and create long-term value for our stakeholders.

 

   

Our combined resources and talents will enable us to better serve our customers, innovate more effectively, and achieve our ambitious goals.

 

   

This merger underscores our commitment to growth and excellence, and I want to thank each of you for your continued support and efforts as we make our company the best of the best across the globe.

 

   

We believe that this acquisition will only strengthen and further that mission.

 

   

We will hold a virtual Town Hall meeting to answer questions. A calendar invite will follow this email. While there may be questions that we cannot answer right away, we will share what we can at this time and will keep you updated as more information becomes available.

 

   

On a tactical note, Crown and Revance will continue to operate as separate and independent companies and it will be “business as usual” at both companies until closing.

 

   

While we embark on this journey, it is crucial that we remain focused on our current business objectives and continue delivering the high-quality products and services our customers expect.

 

   

Your dedication and hard work are more important than ever, and it’s critical that you remain focused on your day-to-day responsibilities.

 

   

Outside parties may inquire about the transaction. We ask that you do not comment on the transaction or provide any details. If anyone reaches out to you with questions, please refer them to our PR agency of record, ICR, at Crown@icrinc.com.

 

   

I look forward to welcoming the Revance team and integrating the two best-in-class teams following closing of the transaction. Together, we will harness the strengths of both companies and aim to achieve unprecedented success.

 

4


   

As I have said before, I am so grateful that I get to spend my time working alongside some of the most talented people in the industry, and truly believe the Revance team will complement and strengthen our team.

 

   

I am excited for this next phase of growth and look forward to working closely together to achieve our dreams.

###

Forward-Looking Statements

Certain statements contained in this communication 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 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 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 Merger, the expected timing of the tender 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 tender offer and the 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

 

5


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 the Company 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 communication.

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 Laboratories 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 Laboratories 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 CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

6

Exhibit 99.3

CROWN CEO LETTER TO EMPLOYEES

 

TO:    Crown Laboratories Employees
FROM:    Jeff Bedard, Founder and Chief Executive Officer
DATE:    August 12, 2024
RE:    Exciting Development for Our Company

 

Crown Family,

I am writing to share some very exciting news about our company, as we have taken a significant step forward in our vision to become a leading global aesthetics and skincare company.

Today we issued a press release announcing that Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and skincare offerings that enhance patient outcomes and physician experiences. I’m sure many of you are familiar with some of their products, including DAXXIFY® for injection and the RHA® Collection of dermal fillers.

Upon completion of the merger, we believe the combined company will be one of the leading global aesthetics and skincare companies, and encompass one of the most comprehensive portfolios of cutting-edge skin health and aesthetic brands, which will represent the three pillars of facial aesthetics: relax, restore and regenerate.

We are creating a world-class organization that will be well positioned to compete globally. More specifically, upon completion of the deal, we expect to:

 

   

Diversify our business

 

   

Expand our product lines and strengthen our existing ones

 

   

Accelerate our new product development and technological edge

 

   

Increase our commercial capabilities and flow with the ability to serve an omni-channel audience, including mass retail, specialty retail, club, ecommerce, med spas and physician practices

 

   

Enhance our growth profile and market presence

On a tactical note, Crown and Revance will continue to operate as separate and independent companies, and it will be “business as usual” at both companies until closing. While we embark on this journey, it is crucial that we remain focused on our current business objectives and continue delivering the high-quality products and services our customers expect. Your dedication and hard work are more important than ever, and it’s critical that you remain focused on your day-to-day responsibilities.

Our culture thrives on collaboration with some of the best minds working towards driving innovation across our portfolio of brands, and that will not change. Our core values remain at the heart in all that we do.


We are holding a virtual Town Hall meeting this afternoon to answer questions. While there may be questions that we cannot answer right away, we will share what we can at this time and will keep you updated as more information becomes available.

As we go through this process, outside parties may inquire about the transaction. We ask that you do not comment on the transaction or provide any details. If anyone reaches out to you with questions, please refer them to our PR agency of record, ICR, at Crown@icrinc.com.

I look forward to welcoming Revance and integrating our two innovative teams following closing of the transaction. Together, we will harness the strengths of both companies and aim to achieve unprecedented success.

In the meantime, I’d like to thank each of you for your continued support and efforts. I am so grateful that I get to spend my time working alongside some of the most talented people in the industry, and truly believe the Revance team will complement and strengthen our global team of more than 700 associates, dedicated to providing safe and effective scientific solutions for life-long healthy skin.

I am excited about this pivotal moment in our company’s growth and look forward to working closely together to achieve our dreams.

Best,

Jeff Bedard

###

Forward-Looking Statements

Certain statements contained in this letter 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 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 Merger, including, among other things, regarding how many of

 

2


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 Merger, the expected timing of the tender 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 tender offer and the 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 the Company 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 letter.

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 Laboratories 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 Laboratories 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

 

3


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 CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

4

Exhibit 99.4

CROWN CEO LETTER TO SUPPLIERS

 

TO:    Crown Suppliers
FROM:    Jeff Bedard, Founder and Chief Executive Officer
DATE:    August 12, 2024
RE:    Exciting Development for Our Company

 

Hi X,

I am writing to share some exciting news about our company, as we have taken a significant step forward in our vision to become a fully integrated global skincare company.

Today, we announced that Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and skincare offerings that enhance patient outcomes and physician experiences.

Upon completion of the deal, we expect that Crown will become one of the leading global aesthetics and skincare companies in an attractive, high-growth market. We will have one of the most comprehensive portfolios of skin health and aesthetic brands, with product lines for anti-aging, acne, and sun care. We also expect to have one of the largest distribution footprints in skincare across retail and e-commerce channels, with the ability to serve an omni-channel audience, including mass retail, specialty retail, club, ecommerce, med spas and physician practices.

Until the deal closing, which is expected by year end, Crown and Revance will continue to operate as separate and independent companies.

We can assure you that there will be no disruption in our relationship – it will be “business as usual.” We plan to remain dedicated to our partnership as we continue developing and providing safe and effective scientific solutions for life-long healthy skin.

As we go through this process, outside parties may inquire about the transaction. We ask that you do not comment on the transaction or provide any details. If anyone reaches out to you with questions, please refer them to our PR agency of record, ICR, at Crown@icrinc.com.

We thank you for your continued commitment and partnership with Crown. We are excited for this next phase of growth and look forward to working closely together. If you have any questions regarding ongoing business, please reach out to your account lead/company contact.

Best,

Jeff Bedard

###


Forward-Looking Statements

Certain statements contained in this letter 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 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 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 Merger, the expected timing of the tender 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 tender offer and the 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 the Company 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 letter.

 

2


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 Laboratories 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 Laboratories 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 CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

3

Exhibit 99.5

CROWN CEO LETTER TO SALESFORCE

 

TO:    Crown Salesforce Team
FROM:    Jeff Bedard, Founder and Chief Executive Officer
DATE:    August 12, 2024
RE:    Exciting Development for Our Company & Customers

Hi X,

I am writing to share some exciting news about our company, as we have taken a significant step forward in our vision to become a fully integrated global skincare company.

Today, we announced that Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and skincare offerings that enhance patient outcomes and physician experiences.

Upon completion of the deal, we expect that Crown will become one of the leading global aesthetics and skincare companies in an attractive, high-growth market. We will have one of the most comprehensive portfolios of skin health and aesthetic brands, with product lines for anti-aging, acne, and sun care. We also expect to have one of the largest distribution footprints in skincare across retail and e-commerce channels, with the ability to serve an omni-channel audience, including mass retail, specialty retail, club, ecommerce, med spas and physician practices.

We plan to remain dedicated to developing and providing safe and effective scientific solutions for life-long healthy skin. We are extremely excited about this transaction, which will be truly valuable to our customers as we will soon operate at the intersection of professional aesthetics and consumer skincare.

Until the deal closing, which is expected by year end, Crown and Revance will continue to operate as separate and independent companies. During this time, we will continue to supply our customers and we expect no disruption in service as we work towards closing.

The strength of our salesforce team is one of the most important parts of this merger, and we ask that your work remains “business as usual” as we finalize the deal. Your main focus, as always, should be doing what’s best for customers, and it is critical that you remain focused on your day-to-day responsibilities.

I look forward to welcoming the Revance salesforce team and integrating the two best-in-class teams following the closing of the transaction. Together, we will harness the strengths of both companies and aim to achieve unprecedented success.

As we go through this process, outside parties may inquire about the transaction. We ask that you do not comment on the transaction or provide any details. If anyone reaches out to you with questions, please refer them to our PR agency of record ICR at Crown@icrinc.com.

We look forward to sharing more with you as soon as we’re able. While we do not have all the answers right now, we’ll learn more as the deal gets finalized. Below please see talking points that you can use to discuss with your customers if they bring up or have questions about the merger.


We thank you for your continued commitment to Crown and are excited for this next phase of growth.

Best,

Jeff Bedard

CROWN SALESFORCE TALKING POINTS

 

   

Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and therapeutic offerings that enhance patient outcomes and physician experiences. Crown expects to enter new categories and strengthen our offering in existing ones, providing us with more opportunities to compete and deepen our relationships with our customers.

 

   

The combined company will be one of the leading global aesthetics and skincare companies in an attractive, high-growth market. We will have one of the most comprehensive portfolios of skin health and aesthetic brands, and one of the largest distribution footprints in skincare across retail and e-commerce channels.

 

   

We will also have what we believe will be one of the broadest and deepest offerings in aesthetics including toxins, fillers, microneedling, PRP, and topical skin care.

 

   

The deal will bring together two best-in-class salesforce teams, the combined talents of which will enable us to better serve our customers. As always, our focus is to do what’s best for our customers.

 

   

Both companies are mission-driven and aligned in our focus on creating skincare and aesthetic offerings that enhance patient outcomes and physician experiences, and we are excited about the announcement!

###

 

2


Forward-Looking Statements

Certain statements contained in this letter 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 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 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 Merger, the expected timing of the tender 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 tender offer and the 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 the Company 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 letter.

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 Laboratories 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

 

3


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 Laboratories 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 CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

4

Exhibit 99.6

CROWN CEO LETTER TO CUSTOMERS

 

TO:    Crown Customers & KOLs
FROM:    Jeff Bedard, Founder and Chief Executive Officer
DATE:    August 12, 2024
RE:    Exciting Development for Our Company

 

Hi X,

I am writing to share some exciting news about our company, as we have taken a significant step forward in our vision to become a fully integrated global skincare company with safe and effective scientific solutions for life-long healthy skin.

Today, we announced that Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and therapeutic offerings that enhance patient outcomes and physician experiences. We are extremely excited about this transaction, which will be valuable to our customers as we will soon operate at the intersection of professional aesthetics and consumer skincare.

The industry is poised for continued growth, and we believe that the newly formed company will be well positioned to capitalize on the growing desire for consumers to align themselves with brands focused on science and efficacy. Upon completion of the deal, we expect that Crown will have one of the most comprehensive portfolios of skin health and aesthetic brands, and one of the largest distribution footprints in skincare.

We plan to enter new categories, strengthen our offering in existing ones, accelerate our product development, and enhance our technological edge to better serve our customers, innovate more effectively and achieve our ambitious goals. We will also have what we believe will be one of the broadest and deepest offerings in aesthetics including toxins, fillers, microneedling, PRP, and topical skin care.

Until the deal closing, which is expected by year end, Crown and Revance will continue to operate as separate and independent companies, and we expect no service disruption or delay to your business during this time.

As we go through this process, outside parties may inquire about the transaction. We ask that you do not comment on the transaction or provide any details. If anyone reaches out to you with questions, please refer them to our PR agency of record, ICR, at Crown@icrinc.com.

We thank you for your continued partnership with Crown, and we look forward to continuing to work together to achieve our dreams.

Best,

Jeff Bedard

Founder and CEO, Crown Laboratories, Inc.

###

Read the full press release here.


Forward-Looking Statements

Certain statements contained in this letter 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 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 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 Merger, the expected timing of the tender 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 tender offer and the 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 the Company 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 letter.

 

2


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 Laboratories 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 Laboratories 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 CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

3

Exhibit 99.7

Salesforce FAQ’s

Customer Facing Preparation

How will this change impact my practice or my patients?

 

   

There will be no immediate impact – it will be business as usual – and we will continue to operate as independent companies until the deal closes.

 

   

Upon completion of the deal, Crown expects to have one of the most comprehensive portfolios of skin health and aesthetic brands – so we are very excited about the future of our product offerings – which will represent the three pillars of facial aesthetics: relax, restore and regenerate.

Do I still need to order from Crown going forward or will that change?

 

   

Yes, you should still order from Crown, as there will be no immediate changes.

 

   

We will keep you updated after the deal closes if there are any modifications in how we process order requests, but again – we do not expect any disruptions.

Will you still be my sales representative?

 

   

I will still be your sale representative in the near term. If there are any changes, we will be sure to keep you updated.

Is customer service changing?

 

   

No, we will continue to deliver the high-quality products and services that you expect from Crown and remain focused on providing a diverse portfolio of safe and effective scientific solutions for life-long healthy skin.

 

   

We thank you for your continued commitment and partnership with us and are excited for this next chapter and look forward to working closely together.

Will this cause any shipment delays?

 

   

No, we do not expect this exciting transition to cause any shipment delays.

Will the quality of the products change?

 

   

Absolutely not. We remain committed to providing a diverse portfolio of safe and effective scientific solutions for life-long healthy skin.

Will I have to pay a different price for the products going forward?

 

   

Crown and Revance will continue to operate as separate and independent companies until the deal closing, which is expected by year end.


   

If our pricing structure changes for any reason in the future, we will keep you updated.

Will there be any bundles for Crown and Revance products?

 

   

While we don’t have an answer to that question right now, we are excited about the future of our comprehensive product portfolio offering and will be able to share more details after the deal closes.

What will happen to my shares now that Revance is acquired?

 

   

Crown and Revance will continue to operate as separate and independent companies until the deal closing, which is expected by year end.

 

   

The transaction is still subject to regulatory approvals and other customary closing conditions.

 

   

While I don’t have answers to all of your financial related questions, for specific stock/share information you can contact [X].

Forward-Looking Statements

Certain statements contained in this communication 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 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 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 Merger, the expected timing of the tender 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 tender offer and the 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

 

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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 Company 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 communication.

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 Laboratories 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 Laboratories 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 CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 

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