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CROWN CEO LETTER TO SALESFORCE
| TO: | Crown Salesforce Team | |
| FROM: | Jeff Bedard, Founder and Chief Executive Officer | |
| DATE: | August 12, 2024 | |
| RE: | Exciting Development for Our Company & Customers |
Hi X,
I am writing to share some exciting news about our company, as we have taken a significant step forward in our vision to become a fully integrated global skincare company.
Today, we announced that Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and skincare offerings that enhance patient outcomes and physician experiences.
Upon completion of the deal, we expect that Crown will become one of the leading global aesthetics and skincare companies in an attractive, high-growth market. We will have one of the most comprehensive portfolios of skin health and aesthetic brands, with product lines for anti-aging, acne, and sun care. We also expect to have one of the largest distribution footprints in skincare across retail and e-commerce channels, with the ability to serve an omni-channel audience, including mass retail, specialty retail, club, ecommerce, med spas and physician practices.
We plan to remain dedicated to developing and providing safe and effective scientific solutions for life-long healthy skin. We are extremely excited about this transaction, which will be truly valuable to our customers as we will soon operate at the intersection of professional aesthetics and consumer skincare.
Until the deal closing, which is expected by year end, Crown and Revance will continue to operate as separate and independent companies. During this time, we will continue to supply our customers and we expect no disruption in service as we work towards closing.
The strength of our salesforce team is one of the most important parts of this merger, and we ask that your work remains “business as usual” as we finalize the deal. Your main focus, as always, should be doing what’s best for customers, and it is critical that you remain focused on your day-to-day responsibilities.
I look forward to welcoming the Revance salesforce team and integrating the two best-in-class teams following the closing of the transaction. Together, we will harness the strengths of both companies and aim to achieve unprecedented success.
As we go through this process, outside parties may inquire about the transaction. We ask that you do not comment on the transaction or provide any details. If anyone reaches out to you with questions, please refer them to our PR agency of record ICR at Crown@icrinc.com.
We look forward to sharing more with you as soon as we’re able. While we do not have all the answers right now, we’ll learn more as the deal gets finalized. Below please see talking points that you can use to discuss with your customers if they bring up or have questions about the merger.
We thank you for your continued commitment to Crown and are excited for this next phase of growth.
Best,
Jeff Bedard
CROWN SALESFORCE TALKING POINTS
| • | Crown has entered into a merger agreement with Revance, an aesthetics company setting the new standard in healthcare with innovative aesthetic and therapeutic offerings that enhance patient outcomes and physician experiences. Crown expects to enter new categories and strengthen our offering in existing ones, providing us with more opportunities to compete and deepen our relationships with our customers. |
| • | The combined company will be one of the leading global aesthetics and skincare companies in an attractive, high-growth market. We will have one of the most comprehensive portfolios of skin health and aesthetic brands, and one of the largest distribution footprints in skincare across retail and e-commerce channels. |
| • | We will also have what we believe will be one of the broadest and deepest offerings in aesthetics including toxins, fillers, microneedling, PRP, and topical skin care. |
| • | The deal will bring together two best-in-class salesforce teams, the combined talents of which will enable us to better serve our customers. As always, our focus is to do what’s best for our customers. |
| • | Both companies are mission-driven and aligned in our focus on creating skincare and aesthetic offerings that enhance patient outcomes and physician experiences, and we are excited about the announcement! |
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Forward-Looking Statements
Certain statements contained in this letter are “forward-looking statements.” The use of words such as “anticipates,” “hopes,” “may,” “should,” “intends,” “projects,” “estimates,” “expects,” “plans” and “believes,” among others, generally identify forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements. These forward-looking statements include, among others, statements relating to Revance’s and Crown’s future financial performance, business prospects and strategy, expectations with respect to the tender offer and the Merger, including the timing thereof and Revance’s and Crown’s ability to successfully complete such transactions and realize the anticipated benefits. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risks and uncertainties inherent in the tender offer and the Merger, including, among other things, regarding how many of Revance stockholders will tender their shares in the tender offer, the possibility that competing offers will be made, the ability to obtain requisite regulatory approvals, the ability to satisfy the conditions to the closing of the tender offer and the Merger, the expected timing of the tender offer and the Merger, the possibility that the Merger will not be completed, difficulties or unanticipated expenses in connection with integrating the parties’ operations, products and employees and the possibility that anticipated synergies and other anticipated benefits of the transaction will not be realized in the amounts expected, within the expected timeframe or at all, the effect of the announcement of the tender offer and the Merger on Revance’s and Crown’s business relationships (including, without limitations, partners and customers), the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the expected tax treatment of the transaction, and the impact of the transaction on the businesses of Revance and Crown, and other circumstances beyond Revance’s and Crown’s control. You should not place undue reliance on these forward looking statements. Certain of these and other risks and uncertainties are discussed in Revance’s and Crown’s filings with the SEC, including the Schedule TO (including the offer to purchase, letter of transmittal and related documents) Crown and its acquisition subsidiary will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 the Company will file with the SEC, and Revance’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, neither Revance nor Crown undertakes any duty to update forward-looking statements to reflect events after the date of this letter.
Additional Information and Where to Find It
The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Revance Therapeutics, Inc. The solicitation and the offer to buy shares of Revance’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Crown Laboratories and its acquisition subsidiary intends to file with the Securities and Exchange Commission (SEC). In addition, Revance will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, such documents will be mailed to the
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stockholders of Revance free of charge and investors will also be able to obtain a free copy of these materials (including the tender offer statement, Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement) and other documents filed by Crown Laboratories and Revance with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Revance under the “News” section of Revance’s website at www.revance.com. The information contained in, or that can be accessed through, Revance’s or Crown’s website is not a part of, or incorporated by reference herein.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME), INCLUDING TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT OF REVANCE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
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