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
(Amendment No. 2)
REVANCE THERAPEUTICS, INC.
(Name of Subject Company (issuer))
REBA MERGER SUB, INC.
(Offeror)
a wholly-owned subsidiary of
CROWN LABORATORIES, INC.
(Parent of Offeror)
CROWN HOLDINGS INTERCO LLC
(Other)
CROWN LABORATORIES HOLDINGS, INC.
(Other)
(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) 926-4413
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Pippa Bond, P.C. Van Whiting | Julia Danforth Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 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 offer subject to Rule 14d-1. |
| ☐ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | 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 Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on December 12, 2024 (as amended and/or supplemented from time to time, the “Schedule TO”) by Reba Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Crown Laboratories, Inc., a Delaware corporation (“Crown”). The Schedule TO relates to the offer by Merger Sub to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Revance Therapeutics, Inc., a Delaware corporation (the “Company”), at a purchase price of $3.10 per Share, net to the stockholder in cash without interest and less any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 12, 2024 (as amended and/or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as set forth in this Amendment, the information set forth in the Schedule TO and the exhibits thereto remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO or the Offer to Purchase, as applicable.
Amendments to the Offer to Purchase and Exhibits to the Schedule TO
Each of (i) the Offer to Purchase, (ii) Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, (iii) the Letter of Transmittal, (iv) the Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees attached to the Schedule TO as Exhibit (a)(1)(C), and (v) the Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees attached to the Schedule TO as Exhibit (a)(1)(D), are hereby amended and supplemented as follows:
by replacing all references to “one minute past 11:59 p.m., Eastern Time, on January 13, 2025” with “one minute past 11:59 p.m., Eastern Time, on January 28, 2025”.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(5)(M)* | Press Release issued by Crown Laboratories, Inc. on January 13, 2025. | |
| * | Filed herewith. |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: January 13, 2025 | REBA MERGER SUB, INC. | |
/s/ Jeffery A. Bedard | ||
| Name: Jeffery A. Bedard | ||
| Title: Chief Executive Officer | ||
| CROWN LABORATORIES, INC. | ||
/s/ Jeffery A. Bedard | ||
| Name: Jeffery A. Bedard | ||
| Title: Chief Executive Officer | ||
| CROWN HOLDINGS INTERCO LLC | ||
/s/ Jeffery A. Bedard | ||
| Name: Jeffery A. Bedard | ||
| Title: Chief Executive Officer | ||
| CROWN LABORATORIES HOLDINGS, INC. | ||
/s/ Jeffery A. Bedard | ||
| Name: Jeffery A. Bedard | ||
| Title: Chief Executive Officer | ||
