Teoxane SA Announces Superior Proposal to Acquire Revance Therapeutics for $3.60 per Share in Cash

Rhea-AI Summary

Teoxane SA has submitted a proposal to acquire Revance Therapeutics (RVNC) for $3.60 per share in cash, representing a 16% premium over the $3.10 per share price in Revance's amended merger agreement with Crown Laboratories. Teoxane currently owns 6.2% of Revance's outstanding shares.

The company is prepared for a prompt transaction, requiring only due diligence due to their existing commercial relationship, where Teoxane's products contribute significantly to Revance's revenue through their Distribution Agreement. Teoxane anticipates minimal regulatory risks as their U.S. sales are already conducted through Revance's platform.

Teoxane, described as highly profitable with substantial cash reserves, is working with financial advisors to secure committed financing. The company commits to obtaining fully underwritten, binding commitment letters before signing a definitive agreement, with no financing contingency.

Positive

• 16% premium over existing Crown Laboratories merger agreement ($3.60 vs $3.10 per share)
• Minimal regulatory risks due to existing business relationship
• Acquirer already owns 6.2% of target company
• due diligence requirements, enabling faster transaction completion

Negative

• Transaction still requires securing financing commitments
• Subject to regulatory approvals despite minimal anticipated risks

Compelling Cash Proposal Provides 16% Premium Over Revance's Amended and Restated Agreement with Crown Laboratories

GENEVA, Jan. 6, 2025 /PRNewswire/ -- Teoxane SA today announced that on January 6, 2025, it submitted a proposal to the Board of Directors of Revance Therapeutics, Inc. (Nasdaq: RVNC) to acquire Revance for $3.60 per share in cash. Teoxane beneficially owns 6.2% of the outstanding shares of common stock of Revance.

Teoxane's proposal provides a 16% premium over the $3.10 per share price in Revance's amended and restated merger agreement with Crown Laboratories, Inc. ("Crown"), as announced on December 9, 2024. Teoxane believes its proposal is a superior alternative to the amended and restated transaction with Crown.

Teoxane has organized the resources to work as expeditiously as possible toward a transaction with Revance and is prepared to transact promptly. Teoxane has performed due diligence with publicly available information and would have only limited and specific confirmatory due diligence requirements. Teoxane already possesses deep knowledge of Revance's operations and capabilities via its existing commercial relationship: Teoxane's products represent a material portion of Revance's current and prospective revenues under the companies' existing Distribution Agreement.

Closing the transaction would be subject to any applicable regulatory approvals, but Teoxane does not anticipate any significant regulatory risks or delays, and notes that Teoxane's U.S. sales are already conducted effectively entirely through Revance's platform, and that there are no other known geographical or portfolio overlaps today.

Teoxane has substantial cash on hand, is highly profitable, and together with its financial advisor is already in discussions with financing sources that are familiar with Teoxane and the sector in order to secure committed financing for the transaction in a timely manner, in parallel with the completion of due diligence. Teoxane will obtain fully underwritten, binding commitment letters prior to signing a definitive agreement, which will not contain a financing contingency.

Jefferies LLC is acting as financial advisor to Teoxane, and Davis Polk & Wardwell LLP in the USA and Walder Wyss SA in Switzerland are serving as legal counsel.

A copy of the letter to the Revance Board of Directors has been filed as part of Teoxane's Schedule 13D/A and is available at www.SEC.gov.

About Teoxane SA

Teoxane, based in Geneva, Switzerland, is an independent and privately-held leader in the global medical aesthetics sector. Our dermal fillers, manufactured with our signature RHA technology, are sold in over 90 countries, and we have over 600 employees around the world. We are among the sector leaders in innovation, with 15 formulations supported by over 180 patent titles in hyaluronic acid (HA). We are consistently growing faster than market benchmarks in HA fillers, with our product portfolio reaching the #2 position in the EU, #1 in the Middle East and (with Revance's partnership) #3 in the U.S. In addition, Teoxane markets a range of dermo-cosmetic products that will be launched in the U.S. in 2025. For more information go to www.TEOXANE.com.

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SOURCE Teoxane SA

FAQ

What is the acquisition price offered by Teoxane for RVNC shares?

Teoxane has offered to acquire Revance Therapeutics (RVNC) for $3.60 per share in cash.

How much premium does Teoxane's offer represent over Crown Laboratories' deal?

Teoxane's offer represents a 16% premium over Crown Laboratories' amended offer of $3.10 per share.

What percentage of RVNC shares does Teoxane currently own?

Teoxane beneficially owns 6.2% of Revance Therapeutics' outstanding shares of common stock.

What is the existing relationship between Teoxane and RVNC?

Teoxane and Revance have an existing Distribution Agreement where Teoxane's products represent a material portion of Revance's current and prospective revenues.

Will Teoxane's acquisition of RVNC be subject to financing conditions?

No, Teoxane commits to obtaining fully underwritten, binding commitment letters prior to signing a definitive agreement, with no financing contingency.