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
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 Kirkland & Ellis LLP 2049 Century Park East, Suite 3700 Los Angeles, CA 90067 Telephone: (310) 552-4200 |
Julia Danforth Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 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 tender 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) |
Items 1 through 9 and Item 11.
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the “Schedule TO”) relates to the offer by Reba Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Crown Laboratories, Inc., a Delaware corporation, 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, 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 it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I thereto) and the related Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO, except as otherwise set forth below.
Item 10. Financial Statements.
Not applicable.
Item 12. Exhibits.
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| * | Filed herewith. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: December 12, 2024 | 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 | ||||
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