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DONNA KARAN CASHMERE MIST INTRODUCES A NEW CHAPTER FOR SPRING 2025, FEATURING IMAAN HAMMAM IN A CAPTIVATING CAMPAIGN

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Crown Laboratories and Revance Therapeutics (NASDAQ: RVNC) have announced an amendment to their merger agreement, increasing the offer price to $3.65 per share, representing a $0.55 (17%) increase from the previous offer. The tender offer deadline has been extended to February 4, 2025.

The improved offer has been unanimously approved by Revance's Board of Directors. As of January 17, 2025, approximately 6,322,768 shares (6.025% of outstanding shares) have been validly tendered. The transaction requires more than 50% of shares to be tendered and is expected to close by February 6, 2025, with an outside termination date of February 7, 2025.

Crown's offer remains the only fully-financed offer available to Revance's stockholders since the original merger agreement in August 2024.

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Positive

  • 17% increase in offer price to $3.65 per share
  • Unanimous board approval
  • Only fully-financed offer available
  • Clear timeline for deal completion

Negative

  • Only 6.025% of shares tendered so far
  • Deal requires >50% share tender
  • No extension beyond February 7, 2025 termination date

Insights

Crown Laboratories' increased tender offer of $3.65 per share for Revance Therapeutics represents a 17% premium over their previous $3.10 offer, signaling Crown's determination to close this acquisition despite potential competing interest. This improved bid comes with strategic urgency - the February 7th termination deadline creates a compressed timeline that effectively blocks other bidders from entering the process.

The unanimous approval from Revance's board suggests they see this as the optimal outcome given market conditions. With only 6.025% of shares tendered thus far, Crown faces the challenge of convincing substantially more shareholders to participate before the February 4th deadline to reach the critical 50% threshold.

For Revance investors, this improved offer provides enhanced immediate value while eliminating the execution risk of Revance's standalone strategy. The board's explicit recommendation and emphasis on this being "the only fully-financed offer" suggests they conducted a thorough market check and found no superior alternatives. The $0.55 per share increase translates to approximately $57.7 million in additional consideration for shareholders, assuming full participation.

The amended merger agreement represents a carefully structured transaction with significant legal implications for all parties. The 17% price increase to $3.65 per share likely came after robust negotiations and potentially competing interest, though Crown maintains it's the "only fully-financed offer." The unanimous board approval provides important legal protection under the business judgment rule and helps satisfy directors' fiduciary obligations to maximize shareholder value.

From a regulatory perspective, the extension of the tender deadline to February 4th maintains compliance with SEC rules while giving shareholders additional time to consider the enhanced offer. However, the rigid February 7th outside termination date creates a strategic barrier to alternative bids - effectively a de facto deal protection mechanism that functions similarly to a breakup fee or matching rights.

The tender requirement threshold of 50% is legally significant as it represents the minimum controlling interest needed before proceeding to a second-step merger. With only 6.025% of shares tendered thus far, substantial outreach remains necessary. Shareholders should note that once the 50% threshold is reached, non-tendering shareholders would likely be forced to accept the same consideration in a subsequent merger, removing any incentive to hold out for a better price.

NEW YORK, Feb. 28, 2025 /PRNewswire/ -- Donna Karan New York is relaunching its iconic Cashmere Mist Eau de Parfum, with a bold new campaign featuring globally renowned supermodel, Imaan Hammam debuting in February 2025. The campaign reintroduces the fragrance's timeless sensuality with a fresh, modern edge that speaks directly to today's multifaceted woman.

Originally released in 1994, Cashmere Mist was created to embody the luxurious feel of cashmere against bare skin —a signature scent designed to stand the test of time. Three decades later, this symbol of sophistication and elegance continues to seduce the senses with its unparalleled blend of notes and textures.

"Imaan perfectly embodies Donna Karan New York's timeless spirit, making her the ideal for this campaign. Following her standout roles in Spring and Fall 2024, it was a natural decision to feature her as the face of this iconic fragrance." – Jeff Goldfarb, Executive Vice President, G-III Apparel Group.

A NEW CHAPTER FOR A TIMELESS CLASSIC

The campaign goes back to the roots of Cashmere Mist, inspired by its original tagline, "A fragrance to seduce the senses." Photographed by Mikael Jansson, the campaign captures Hammam's elegance, strength, and femininity in the serene and evocative landscape of the Stockholm Archipelago— where the original campaign was shot 30 years ago.

Draped in cashmere and enveloped in the mist, Hammam embodies the ethereal essence of the fragrance: timeless, raw, and seductive. Shot in black and white, the images are both powerful and minimalist, allowing the beauty of Hammam and the fragrance to shine in their purest forms.

THE FRAGRANCE 

Fresh and dewy notes of Lily of the Valley and luscious Orchid Flowers are accentuated by the natural energy of Italian Bergamot to impart a bright clean freshness. Then, powerful notes of Moroccan Jasmine and Heliotrope soothe with a sweet intensity. Finally, the warm notes of Amber, Vanilla, Sandalwood, and velvety Suede Accord wrap the fragrance in a comforting embrace, completing this sensuous array.

Top Notes: Italian Bergamot, Lily of the Valley, Orchid Flowers
Middle Notes: Heliotrope, Moroccan Jasmine, Ylang Ylang
Base Notes: Sandalwood, Amber, Vanilla, Cedarwood, Patchouli, Suede Accord  

"Donna Karan Cashmere Mist, a longstanding Fragrance Foundation Hall of Fame honoree, is a true icon in the world of fragrance, celebrated for its timelessness and loyal following. This new campaign marks an exciting chapter, where we honor its rich legacy while embracing the future, inviting a new generation to discover its unmatched sophistication and sensuality. Cashmere Mist is the ultimate expression of luxury, and we look forward to ensuring its relevance for years to come while staying true to the heritage that has made it so iconic." – Jean Madar, Chairman & CEO, Inter Parfums, Inc.

THE BOTTLE

Designed by Donna Karan's late husband, sculptor Stephen Weiss, the iconic Cashmere Mist Eau de Parfum bottle mirrors the beautiful contours and lines of the female form in glass. The outer packaging reflects a sensuous gold hue.

AVAILABLE AT DONNAKARAN.COM, MACYS.COM, SEPHORA.COM, ULTA.COM, AND AMAZON.COM

Donna Karan Cashmere Mist Eau de Parfum 3.4oz/100ml -------------------------- $130
Donna Karan Cashmere Mist Eau de Parfum 1.7oz/50ml   -------------------------- $107
Donna Karan Cashmere Mist Eau de Parfum 1.0oz/30ml   -------------------------- $78

ABOUT INTER PARFUMS, Inc.:

Operating in the global fragrance business since 1982, Inter Parfums, Inc. (IPAR) produces and distributes a wide array of prestige fragrance and fragrance related products under license agreements with brand owners. The Company manages its business in two operating segments, European based operations, through their 72% owned subsidiary, Interparfums SA, and United States based operations, through wholly owned subsidiaries in the United States and Italy. 

The portfolio of prestige brands includes Abercrombie & Fitch, Anna Sui, Boucheron, Coach, Donna Karan/DKNY, Emanuel Ungaro, Ferragamo, Graff, GUESS, Hollister, Jimmy Choo, Karl Lagerfeld, Kate Spade, Lacoste, MCM, Moncler, Montblanc, Oscar de la Renta, Roberto Cavalli, and Van Cleef & Arpels, whose products are distributed in over 120 countries around the world through an extensive and diverse network of distributors. Inter Parfums, Inc. is also the registered owner of several trademarks including Lanvin and Rochas.

ABOUT G-III APPAREL GROUP, LTD. 

G-III Apparel Group, Ltd. (NasdaqGS: GIII), a global leader in fashion with expertise in design, sourcing and marketing, owns and licenses a portfolio of over 30 preeminent brands. The Company is differentiated across unique brand propositions, product categories and consumer touch points. G-III owns ten iconic brands including, DKNY, Karl Lagerfeld, Donna Karan and Vilebrequin, and licenses over 20 brands, including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Converse and National Sports leagues, among others.

FAQ

What is the new offer price for Revance (RVNC) shares in the Crown acquisition?

Crown Laboratories increased its offer to $3.65 per share, a $0.55 (17%) increase from the previous offer.

When is the deadline for Revance (RVNC) shareholders to tender their shares?

The tender offer deadline has been extended to 11:59 p.m., Eastern Time, on February 4, 2025.

How many Revance (RVNC) shares have been tendered as of January 17, 2025?

Approximately 6,322,768 shares (6.025% of outstanding shares) have been validly tendered.

What percentage of Revance (RVNC) shares need to be tendered for the deal to close?

More than 50% of shares must be tendered for the transaction to close.

What is the expected closing date for the Crown-Revance (RVNC) merger?

The transaction is expected to close by February 6, 2025, with an outside termination date of February 7, 2025.
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