This Amendment No. 5 (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 $3.65 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 and/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.
Items 1 through 9 and Item 11.
The Offer to Purchase and 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, are hereby amended and supplemented as follows:
“The Offer expired at one minute past 11:59 p.m., Eastern Time, on February 4, 2025 (such date and time, the “Expiration Time”), and was not extended. Computershare Trust Company, N.A., the depositary and paying agent for the Offer advised Crown and Merger Sub that, as of the Expiration Time, an aggregate of 86,197,893 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing 82.0% of the issued and outstanding Shares as of the Expiration Time. Accordingly, the Minimum Condition and all other conditions to the Offer have been satisfied. Merger Sub expects to promptly accept for payment, and will promptly pay for, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.
Crown and Merger Sub expect to consummate the Merger on February 6, 2025 in accordance with, and subject to the terms of, the A&R Merger Agreement.
Following the consummation of the Merger, all Shares will be delisted from Nasdaq and the Company and Crown intend to take steps to cause the termination of the registration of the Shares under the Exchange Act.
A copy of the joint press release issued by Crown and the Company on February 5, 2025 announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(P) to the Schedule TO and is incorporated by reference herein.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
