M&A - Crown Laboratories, Inc.

Form Type: CORRESP

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525000712

Filing Summary: Crown Laboratories, Inc. filed a response to comments from the SEC regarding their Schedule TO-T related to the merger with Revance Therapeutics, Inc. This correspondence outlines the revisions made in response to SEC comments about the completeness of disclosures concerning the Equity Commitment Letter, Limited Guarantee, and other material terms in merger documents. The Filing Persons, Crown and Reba Merger Sub, have revised the Schedule TO to address concerns about incomplete summaries, open terms in negotiations, conditions of the Offer, and legal restraints. Additional details were included regarding the Antitrust Condition and clarifications were provided to the eligibility of tender acceptance in compliance with securities laws. This letter serves to ensure that the SEC's concerns are addressed comprehensively and that the disclosures fully comply with regulatory standards.

Document Link: View Document

Form Type: SC TO-T/A

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525000709

Filing Summary: This document serves as Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by Reba Merger Sub, Inc., a subsidiary of Crown Laboratories, Inc. It updates the initial filing regarding Crown's offer to purchase all outstanding shares of common stock of Revance Therapeutics, Inc. at a price of $3.10 per share in cash. As of January 2, 2025, two lawsuits against Revance were reported, alleging misleading information in disclosures relating to the Merger. The complaints seek injunctive relief against the transaction and damages for alleged negligent misrepresentation. Additionally, it highlights the financing structure, including agreements with Hildred Capital and details of equity and debt commitments amounting to $402 million to facilitate the Offer and Merger. The document stresses that the obligations to complete the Offer and Merger are not contingent on financing conditions, although the debt financing documents remain to be finalized. It concludes with a reminder about the ongoing legal challenges and the requirement for supplemental disclosures related to the Merger arrangements.

Document Link: View Document