M&A - Revance Therapeutics, Inc.

Form Type: POSASR

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525024783

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. (the 'Company') was acquired by Crown Laboratories, Inc. through a cash tender offer initiated by Reba Merger Sub, Inc., a wholly owned subsidiary of Crown. This acquisition was completed in accordance with the Amended and Restated Agreement and Plan of Merger dated December 7, 2024. Following the acquisition, the Company terminated all offerings and sales of securities associated with the previously filed registration statement No. 333-275548. The Company has also filed this Post-Effective Amendment to de-register all unsold securities that were registered under the aforementioned Registration Statement, as per their undertaking made previously.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024785

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer by Merger Sub, a wholly owned subsidiary of Parent. The acquisition was executed under the terms of the Amended and Restated Agreement and Plan of Merger dated December 7, 2024, along with subsequent amendments. Following the acquisition, the Company terminated all offerings and sales of securities pursuant to its previously filed Registration Statements on Form S-8. Consequently, the Company removed from registration all securities that remain unsold under these Registration Statements and terminated their effectiveness. The document serves as a post-effective amendment to registrant's prior Form S-8 filings, which pertained to various equity incentive plans, including information about a total of shares registered across several plans since 2014.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525024786

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer followed by a merger, as specified in the Amended and Restated Agreement and Plan of Merger. Consequently, Revance terminated all offerings and sales of securities under multiple previously filed S-8 registration statements. The document details the various registration statements associated with Revance's equity incentive plans and provides insights into the merger process as well as the removal of all unsold securities from registration. This marks a significant change in the corporate structure of Revance Therapeutics, Inc. as it is now under the ownership of Crown Laboratories, Inc.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024787

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer conducted by Reba Merger Sub, Inc. Following the acquisition, Merger Sub merged into Revance, which will continue as the surviving entity. This action has resulted in the termination of all offerings and sales of securities pursuant to previously filed Registration Statements. The document is a Post-Effective Amendment, indicating the removal from registration all unsold securities across multiple Registration Statements, as required by the Securities Act of 1933. The filing also confirms that the company meets the criteria necessary for filing under Form S-8.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024788

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. was acquired by Crown Laboratories, Inc. through a cash tender offer followed by a merger with a wholly owned subsidiary of Crown. This acquisition concluded with the companies' merger, resulting in Revance continuing as the surviving entity. Consequently, the company has terminated all offerings and sales of securities associated with several prior Registration Statements filed with the SEC. This also includes the removal from registration any unsold securities under those statements as of the filing date of February 12, 2025. The Post-Effective Amendment hereby terminates the effectiveness of all relevant registration statements as stipulated in the initial filings and undertaken commitments made by the company to remove unsold registered securities.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024789

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed an acquisition by Crown Laboratories, Inc. through a cash tender offer, followed by a merger where Revance became the surviving corporation. This action was executed in accordance with the Amended and Restated Agreement and Plan of Merger. Additionally, as a result of the merger, Revance terminated all offerings and sales of securities under several previously filed Registration Statements. The company has officially removed all securities from registration that remained unsold as of the date of this post-effective amendment, thus terminating the effectiveness of those registration statements. This document also serves as a post-effective amendment related to multiple Form S-8 registrations by Revance, enumerating different plans entailing a total of over 18 million shares of common stock that were registered in the previous filings for equity incentive and employee stock purchase plans.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024792

Filing Summary: Revance Therapeutics, Inc. has filed a Post-Effective Amendment to existing Form S-8 Registration Statements due to its recent acquisition by Crown Laboratories, Inc. on February 6, 2025. This acquisition was executed through a cash tender offer and subsequent merger, leading to Revance being the surviving entity. As a result, all securities that were registered and unsold under the Registration Statements are now terminated, and the effectiveness of all associated Registration Statements has been removed. The document discusses numerous previous Registration Statements filed with the SEC relating to various equity and employee stock plans, detailing the number of shares registered under each plan.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024794

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer for all outstanding shares of common stock, followed by a merger of Reba Merger Sub, Inc. with Revance, resulting in Revance as the surviving corporation. This acquisition was executed in accordance with the Amended and Restated Agreement and Plan of Merger, with multiple amendments leading up to the event. Following the merger, Revance has terminated all offerings and sales of securities under multiple Form S-8 registration statements, effectively removing any remaining unsold securities from registration as required by the undertaking made in those statements.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024799

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. (the 'Company') was acquired by Crown Laboratories, Inc. through a cash tender offer facilitated by its subsidiary, Reba Merger Sub, Inc. This acquisition was conducted under the terms defined in the Amended and Restated Agreement and Plan of Merger dated December 7, 2024. Following the completion of the acquisition, the Company terminated all securities offerings under the previously filed Registration Statements. The Company has also affirmed its obligation to deregister any securities that were not sold by the time of the termination. As part of this amendment, all unsold securities registered under the Secuities Act have been removed from registration, thereby terminating the effectiveness of the corresponding Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024800

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. was acquired by Crown Laboratories, Inc. through a cash tender offer followed by a merger, with Revance becoming the surviving corporation. This acquisition was executed pursuant to an Amended and Restated Agreement and Plan of Merger dated December 7, 2024, with subsequent amendments leading up to the merger date. As a result of this acquisition, Revance has terminated all offerings and sales of securities under various Registration Statements filed with the SEC, effectively removing from registration any unsold securities. The Post-Effective Amendment relates to multiple prior Registration Statements for the issuance of shares under several equity incentive plans and employee stock purchase plans.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525024801

Filing Summary: Revance Therapeutics, Inc. filed a Post-Effective Amendment to Form S-8 Registration Statements due to its acquisition by Crown Laboratories, Inc. on February 6, 2025. The acquisition was executed through a cash tender offer followed by a merger, resulting in Revance as the surviving corporation. This amendment serves to deregister all securities that remain unsold under previously filed Registration Statements (NOS. 333-193963, 333-198499, 333-203235, among others) because of the completion of the merger. All offerings and sales of securities under these Registration Statements have been terminated, and Revance has removed from registration any unsold securities as per its commitment.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525024802

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed an acquisition by Crown Laboratories, Inc. After a cash tender offer by Reba Merger Sub, Inc., which is a wholly owned subsidiary of Crown, all outstanding shares of Revance were purchased. The merger resulted in Revance continuing as the surviving corporation. Pursuant to this transaction, Revance has terminated all offerings and sales of securities under its previously filed S-8 Registration Statements. The company is also removing from registration all securities that were previously registered but unsold as of the termination date. This update outlines the deregistration of these securities and the cessation of effective Registration Statements due to the acquired status of the company following the merger.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024804

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer followed by a merger. The merger agreement, titled Amended and Restated Agreement and Plan of Merger, involved Crown Laboratories, which is the parent company, and Reba Merger Sub, Inc., a wholly-owned subsidiary. Post-merger, Revance will continue as the surviving entity. Following this event, all securities offerings under previously filed Registration Statements have been terminated, leading to a removal of unsold securities from registration. The filing serves as a post-effective amendment terminating the Registration Statements filed under Form S-8.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024805

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer for all outstanding shares of common stock, followed by a merger where Revance continues as the surviving corporation. This action is formalized under the Amended and Restated Agreement and Plan of Merger from previous agreements dated December 7, 2024, with amendments made on December 11, 2024, and January 17, 2025. As a result of the merger, Revance has terminated all offerings and sales of securities registered under various S-8 Registration Statements, leading to the removal of unsold securities from registration and the termination of the effectiveness of these statements. The Post-Effective Amendment serves to deregister these securities as mandated by the terms of the merger agreement.

Form Type: S-8 POS

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525024813

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. completed its acquisition by Crown Laboratories, Inc. through a cash tender offer followed by a merger, resulting in Revance continuing as the surviving entity. This acquisition was executed in accordance with the Amended and Restated Agreement and Plan of Merger, which was initially dated December 7, 2024, and involved the termination of all offerings of registered securities. This document serves as a Post-Effective Amendment to previously filed S-8 registration statements under the Securities Act, effectively removing unsold securities from registration and terminating the effectiveness of these statements.

Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021403

Filing Summary: On February 6, 2025, Revance Therapeutics, Inc. entered into a merger agreement with Crown Laboratories, Inc., resulting in Revance becoming a wholly-owned subsidiary of Crown. The merger followed a successful tender offer that commenced on December 12, 2024, which saw a total of 86,197,893 shares tendered, representing approximately 82% of the outstanding shares, at a price of $3.65 per share. Upon completing the merger, each shareholder of Revance will receive cash equivalent to the tender price for their shares. Following the merger, Revance's common stock has been delisted from the Nasdaq Global Market, and the company intends to terminate the registration of its shares with the SEC. Additionally, modifications to existing convertible senior notes were enacted, whereby holders of such notes now have the right to convert them into a cash payment rather than shares. Furthermore, all incumbents of the board of directors of Revance resigned, with Jeffery A. Bedard appointed as the sole director after the merger. The company's certificate of incorporation and bylaws were also amended to reflect the new corporate structure.

Form Type: SC 14D9/A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125000490

Filing Summary: This document serves as Amendment No. 2 to the Solicitation/Recommendation Statement filed by Revance Therapeutics, Inc. regarding a cash tender offer by Reba Merger Sub, Inc., a subsidiary of Crown Laboratories. The amendment updates previously filed information and introduces an unsolicited acquisition proposal from Teoxane, offering $3.60 per share, which Revance's Board of Directors is considering as potentially superior to the existing offer. The Revance Board convened to evaluate the proposal after receiving it on January 6, 2025, and agreed to engage in negotiations with Teoxane, adhering to the terms of the existing A&R Merger Agreement. Relevant correspondence, including the Crown Letter expressing views on the Teoxane Proposal, is included as Exhibit 99.1. The document outlines the ongoing discussions, considerations for financing, and the due diligence process as stipulated by Teoxane.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000095010325000171

Filing Summary: This amendment updates the scheduling of the previously filed Schedule 13D regarding Revance Therapeutics, Inc. It reports that as of January 6, 2025, a proposal was submitted by Teoxane SA to acquire all outstanding shares of Common Stock at a price of $3.60 per share, which is perceived to be an improvement over an earlier tender offer initiated by Crown Laboratories at $3.10 per share. The proposal indicates a concern that the ongoing acquisition plan undervalues Revance and may not align with shareholder interests. The proposal is characterized as non-binding, preliminarily indicating interest without obligation for further negotiation on definitive terms. It covers potential actions related to corporate restructuring, board changes, and shareholder policies. Additionally, as of January 6, the Reporting Person holds approximately 6.2% of the outstanding shares.

Form Type: CORRESP

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000114036125000086

Filing Summary: Revance Therapeutics, Inc. has filed a response letter regarding comments received from the SEC's Division of Corporation Finance concerning their Schedule 14D-9 filed on December 12, 2024. The letter addresses revisions made to the Amended Schedule 14D-9, which incorporates changes in response to SEC comments, specifically concerning the completeness of disclosures related to financial analyses and material open terms in the merger agreement with Crown. Relevant sections include clarifications on the confidentiality agreement and financial evaluations provided by Centerview, along with updates to financial projections. Revance has committed to ensuring that all summaries presented in their filings will be complete and directs investors to the Amended Schedule for a thorough discussion of material details.