M&A: Crown Laboratories, Inc.

Form Type: SC TO-T/A

Filing Date: 2025-01-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525000709

Comments: 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.

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