Tender Offer - Crown Laboratories, Inc.
Form Type: SC TO-T/A
Filing Date: 2025-02-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525020452
Filing Summary: Crown Laboratories, Inc. filed Amendment No. 5 to the Tender Offer Statement on Schedule TO regarding Reba Merger Sub, Inc.'s offer to purchase all outstanding shares of common stock of Revance Therapeutics, Inc. at a price of $3.65 per Share. The offer expired on February 4, 2025, at 11:59 p.m. Eastern Time, with 86,197,893 Shares tendered, accounting for 82.0% of the total shares. All conditions for the offer have been met, with plans to accept and pay for the validly tendered Shares promptly. The merger is anticipated to be consummated on February 6, 2025, following which the Shares will be delisted from Nasdaq and the registration of the Shares under the Exchange Act will be terminated. A joint press release from Crown and Revance, dated February 5, 2025, announced the expiration and results of the Offer.
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Additional details:
Title Of Class: Common stock, $0.001 par value per share
Cusip Number: 761330109
Offer Price: $3.65
Shares Tendered: 86,197,893
Percentage Of Total Shares: 82.0%
Form Type: SC TO-T/A
Filing Date: 2025-01-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525017738
Filing Summary: This document amends and supplements the Tender Offer Statement on Schedule TO filed on December 12, 2024, by Reba Merger Sub, Inc., a wholly-owned subsidiary of Crown Laboratories, Inc. The tender offer is for all the issued and outstanding shares of common stock of Revance Therapeutics, Inc. at a price of $3.65 per Share, net to the stockholder in cash without interest and less any required tax withholding. The Offer to Purchase and related Letter of Transmittal have been attached as exhibits. This filing serves as Amendment No. 4 to the Schedule TO, and it includes an updated Exhibit, which is a press release issued by Crown Laboratories, Inc. and Revance Therapeutics, Inc. on January 31, 2025.
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Additional details:
Title Of Class: Common stock, $0.001 par value per share
Cusip Number: 761330109
Tender Offer Price: $3.65
Exhibit No: (a)(5)(O)
Description: Press Release, issued by Crown Laboratories, Inc. and Revance Therapeutics, Inc. on January 31, 2025
Form Type: SC TO-T/A
Filing Date: 2025-01-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525009130
Filing Summary: On January 21, 2025, Crown Laboratories, Inc. announced an amendment to its tender offer concerning Revance Therapeutics, Inc. The offer increased the price from $3.10 to $3.65 per share, net to stockholders in cash, without interest, and less any required tax withholding. This amendment is part of the Tender Offer Statement filed earlier on December 12, 2024, by Reba Merger Sub, Inc., a wholly-owned subsidiary of Crown Laboratories. The tender offer relates to all issued and outstanding shares of common stock of Revance Therapeutics. Additionally, the deadline for the tender offer has been revised from January 28, 2025, to February 4, 2025. A joint press release detailing this amendment was issued on January 21, 2025, and highlights the financial arrangements to support the increased offer price, including equity commitments and debt financing. Crown estimates needing approximately $730 million to complete the transactions associated with the tender offer and subsequent merger.
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Additional details:
Title Of Class: Common stock, $0.001 par value per share
Cusip Number: 761330109
Offer Price Increased From: $3.10
Offer Price Increased To: $3.65
Date Of Original Offer: 2024-12-12
New Deadline: 2025-02-04
Form Type: SC TO-T/A
Filing Date: 2025-01-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525005040
Filing Summary: This document serves as Amendment No. 2 to the Tender Offer Statement on Schedule TO, originally filed on December 12, 2024, by Reba Merger Sub, Inc., a wholly-owned subsidiary of Crown Laboratories, Inc. The amendment updates the terms of the tender offer to purchase all the issued and outstanding shares of common stock from shareholders of Revance Therapeutics, Inc. The purchase price is set at $3.10 per Share, payable in cash. Significant changes include extending the offer deadline from January 13, 2025, to January 28, 2025. Additionally, a press release detailing this amendment is included as an exhibit. All other information not amended remains unchanged, and each filing party certifies the accuracy of the information provided.
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Additional details:
Tender Offer Price: 3.10
Offer Extension Date: 2025-01-28
Press Release Date: 2025-01-13
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