Revance Therapeutics Inc (RVNC) オプション

What does that even mean?  If I'm not mistaken, we are done here with them accepting Crowns deal at $3.65?  I was hoping that TEOXANE would counter it back at $4.00 and Crown would walk.  Foley is definitely in bed with Crown.

the buyout deal is terminated.

Maybe a bit selfish here, but that would be a nice outcome and I would happily buy back my shares if that happens.

RVNC accepts Crown’s $3.65/sh—tender_must_be_completed_by 2/7/25:

https://investors.revance.com/investors/Press-Releases/news-details/2025/Crown-Laboratories-and-Revance-Amend-the-AR-Merger-Agreement-to-Increase-Offer-Price-to-3.65-per-Share-and-Extend-Existing-Tender-Offer/default.aspx

If Crown does not obtain a majority of RVNC shares by 2/7/25, the buyout deal is terminated.

better than most of us who sold ALL ( some at $6.51 and $3.07ish).. only some friends and fam didn't sell/tender yet.. Crown not giving bod much time to decide, shotgun wedding it seems :)....will be interesting* if Teox comes back today with any filings( Sec, or RVNC) with higher bid, or at this point, who knows?????
actually don't care anymore with this drama show, just focusing on 3 other potential 5/10 baggers in 2025...
* for existing SH's

The Crown Proposal remains subject to formal consent and approval from both Crown’s Board of Directors and Revance’s Board. Crown indicated that the $3.65 offer expires at 4:10 p.m., Eastern Time, on January 17, 2025. The Revance Board will evaluate the Crown Proposal consistent with its duties.

The scumbags at Crown are giving RVNC only ONE day to consent. Come on Teoxane, beat that offer.

$3.65 is my guess, lmao …today!!

You can thank me for the price rise as I sold half my remaining shares yesterday just before close.

Item 8. Additional Information to be Furnished.

Item 8 (“Additional Information”) of the Schedule 14D-9 is hereby amended and supplemented by adding the following information set forth below after the last paragraph of the subsection entitled “Subsequent Events”:

On January 16, 2025, Crown provided to Revance non-binding proposed amendments to the A&R Merger Agreement, Equity Commitment Letter and Limited Guarantee (together, the “Crown Proposal”). The Crown Proposal contemplates the following material changes to the terms of the A&R Merger Agreement: (i) an increase in the Offer Price to $3.65 per share; (ii) an increase in the Company Termination Fee to $15,290,488.66; and (iii) an increase in the Parent Termination Fee to $22,935,732.99. The Crown Proposal remains subject to formal consent and approval from both Crown’s Board of Directors and Revance’s Board. Crown indicated that the $3.65 offer expires at 4:10 p.m., Eastern Time, on January 17, 2025. The Revance Board will evaluate the Crown Proposal consistent with its duties.

Thanks for the info!

so now the race is between $3.60 vs $3.65. LOL

Crown raised their offer to $3.65

Any news today? why the sudden jump to $3.60+?

$3.65 is my guess, lmao …today!!

Do you or anyone else have an opinion on the latest extension?  Also, the number of shares tendered by shareholders appears very low, or am I not understanding the amount they need?  I for one am holding my shares.  I figure the worst case scenario is $3.10....

Pomerantz’s Law http://www.pomlaw.com/

They are the first and only Law firm to have already filed an actual case against RVNC and will likely be the lead in a Class Action. You don’t need to still have shares. As long as you owned shares sometime from February 2024 to December 6th, you qualify

Did you go with Josh? {Fruchter}..if so, I started to send docs but decided to just take the hit and move on ...good luck, we will all "win" something ( pennies perhaps) but will get more satisfaction for Fooley & Crew's loss !! GLTA

Read the new 8k today from Revance talking about considering Teoxane
proposal and Crowns letter to Revance basically acting like “take our offer or we will back out”. How Teoxanes offer isn’t vetted, with no proof that their financing is all committed, therefore not even a valid offer. Basically telling.Revance that they’re not gonna budge and they’re not gonna extend their tender offer termination for next week. I think we all know they’re full of shit and still want the deal and will easily pay 4 to 5 dollars a share to get it. It’ll be interesting to see how long this battle takes, and who comes out on top. Myself and two of my good friends who are large holders of RVNC we’re just named as lead, plaintiffs through one of the biggest law firms and the first firm to file actual suit against Revance last week

What are your guesses about how much Crown will raise their offer price to and when?

With the negative response by the market, the arbs are not engaged..

Let the lawsuits against Teoxane begin! This has corruption written all over it.

I feel that Bill Meury (Chair of Crown and Hildred Capital Senior Adviser) will not want over 1 year of hard work and expense to slip away at just a $0.50/share higher price = $52M.

Background of Bill Meury: https://www.hildred.com/team/bill-meury
Allergan's Chief Commercial Officer from 2015 to 2020. Bill was with Actavis in 2014 and was instrumental along with Brent Saunders in blocking Valeant's hostile takeover of Allergan. Actavis then took on the Allergan name and was eventually acquired by Abbvie in 2019.
https://www.reuters.com/article/business/allergan-agrees-to-66-billion-actavis-offer-valeant-walks-idUSKCN0J00W7/

There are indications that Allergan looked at potentially acquiring Revance some 8 to 10 years ago. If these rumors are true, then Bill Meury would have been actively involved in those discussions. If this is the case, then Bill has been patiently stalking Revance waiting for an opportunity like this for almost 10 years.

There is a reasonably strong possibility that Crown will increase their offer price.

this offer wasn't shocking to me, anyway.. but needed the funds and loss to build positions in 3 other Bio's... good on you for still in game, we shall see how this drama plays out over coming days.. I think Anus( ANGUS, SORRY Still pissed about b.o.d's) is focused on Structure Thera and can give 2 sh*ts about shareholders :(
still, GLTA that own

Termination Fee. Revance may be required to pay the $13,373,000 termination fee to Crown if the A&R Merger Agreement is terminated under certain circumstances, including by Revance to accept a Superior Proposal. The Revance Board considered the risk that the amount of the termination fee would deter potential alternative acquisition proposals.

Teoxane SA Announces Superior Proposal to Acquire Revance
Therapeutics for $3.60 per Share in
Cash
09:03 : Monday 6 January 2025

I still have ~ 1/3 of my shares only because they were the ones not underwater and I was generating tax loss for 2024. I just never got around to the selling the rest as we entered 2025. While I am glad of a higher offer, it would take a counter offer to lessen my annoyance a bit. From the outside it looked like Teoxane torpedoed the $6.66 price so I need Crown or some other entity to start a bidding war.

Do we think Crown will bid higher? Does Crown already have the 60% threshold of shares to force their buyout and thus is just Texoxane trying to get a higher sale price for their 8% stake

Teoxane SA Announces Superior Proposal to Acquire Revance
Therapeutics for $3.60 per Share in
Cash
09:03 : Monday 6 January 2025

https://ih.advfn.com/p.php?pid=nmona&article=95199461&_gl=1*k8vpjc*_gcl_au*MjEwMzA0NjM5Ni4xNzM0Mjc3ODAz

Myself and 7 investors I know, are all signed up for the class action suit. We’ll see if they follow through.

Reading the 8k reminds me of the last four years of the Foley shit show. It reads like a novel where something nefarious has taken place and it leaves you asking why you didn’t figure it out sooner. Foley is doing his best to cut a deal to maximize his return and the shareholders be damm. In terms of the negotiations it was Foley who did it all and then took it back to the board to try and sell it to them . Receiving 100% of the 2024 bonus along with the golden parachute should be criminal. Who set the goals for 2024? Did Angus Russell even look at them ? Foley gives a number of reasons why he doesn’t feel the company as a standalone is not viable any longer.
Foley should be crucified for what he did to this company and all the shareholders he misled. I sincerely hope this drags out for years !!!

I'm not sure I understand.  Can you explain what you think is happening?

Would love Somas input on exactly what’s going on 🙏🏻

https://d18rn0p25nwr6d.cloudfront.net/CIK-0001479290/131ddd4b-13d0-47bb-bc7d-c48125a5e8e2.pdf

can you link it here...it's not coming up

New 8k just dropped. Haven’t had a chance to read through the entire thing, but it appears that repents is going to allow all existing shareholders to keep their shares and go into the next entity and not going private

Exactly! I thought surely they were on board with the offer price, but nope. Can't have your cake and eat it too Teoxane.

Let’s hope 👍🏽

Is anyone in touch with Teoxane to coordinate a strategic alternative against this deal?

Well, they are one of the main reason the offer price got cut in half, now, they are complaining.

Understood. Things will get interesting only if Teoxane becomes an active participant in obtaining a better deal.

The question is whether withholding 6.4% is enough. Crown only needs to get 50% tendered for the deal to go through and the second step merger is then forced.

Teoxane of course is not happy as well as most of the shareholders who have held this stock for 6-7 years. Foley has conned shareholders for the last few years culminating with the 280 million sales in 2024 . There was no way in hell they were going to hit that number regardless of how many promises he made. The hour glass had emptied and he was doing what was the best deal he could get for himself period. He wants out and unfortunately those who have remained optimistic about the future are being taken to the cleaners. How can you agree to a $6.66 buyout and then settle for $3 four months later and feel good about it? I will say one thing for Foley, he is consistent!!!

Will Teoxane now refuse to tender its shares?That’s a reasonable inference from today’s 13D filing.

What does it mean for a company to enter into an agreement that it doesn't want to fulfill?

Will Teoxane now refuse to tender its shares? Is the filing a way to blow up a deal that the firm couldn't blow up in private conversation? Are they using the filing to send a message to other shareholders and to Crown?

It seems more likely now that shareholders won't tender.

Dear reader, please advise.

A battle brewing?

Teoxane just made a filing: Schedule 13D/A

Indicate that they are not happy with the price under Section 4 and are exploring alternatives...

FYI -

We received information on an upcoming corporate action for:

RVNC (Company Name: REVANCE THERAPEUTICS INC)

Election period starts: Dec 18, 2024 09:30 EST
Election period expires: Jan 13, 2025 13:00 EST

This corporate action presents several choices to the shareholder.

Revance is on track to do just under half the revenue I originally anticipated 2 years post commercial launch. That has been a disappointment as I did factor in premium pricing and duration at the time of launch. adoption curves, no matter how revolutionary a product is, still take time. 2 to 4 years is the initial early adopter phase followed by a 5 to 10 year rapid adoption phase. Think of the iphone and how it still took 8 years to hit peak annual sales market share in smartphones despite its relatively slow adoption the first 2 years. Also, look at Jeuveau market uptake. Evolus has an inferior toxin to Daxi but are now in their hockey stick adoption phase doing $60M a quarter in NT sales some 5 years post commercial launch. Evolus has done a great job running a lean marketing focused organization. Daxi is 20 months post commercial launch, it was priced too high at launch, it required injection pattern changes in the frontalis zone that were not known at the time of approval. The duration claims, while accurate in the glabella, were disappointing in the frontalis and lateral canthal zones. Still, Daxi is superior to the other toxins on a cost/performance basis and I still believe their market adoption is in the initial stages of significant gains. They simply didn't meet the initial hype of 5 to 6 months median duration in the frontalis and lateral canthal lines. They have course corrected now. Assuming Crown can run a lean and mean sales organization and Daxi should really start to shine over the next 5 years. Conservatively, I see Daxi achieving 20% market share of a $3.5B US aesthetic NT market in 4 to 5 years which is significantly higher than the November projections made in the 14d9. This is despite new low cost NT entrants from Hugel in 2025. Hugel plans to launch Letybo this year with Benev acting as the distribution partner. I am hearing they plan to launch at $200 per vial: https://www.hugel-aesthetics.com/our-approach. This is a korean made neurtoxin and will be the low cost leader in NT and will act to further pressure pricing across the industry and has spooked all NT makers and analysts. I expect that as Daxi scales production into 2027, they will achieve highly defensible production costs and establish a competitive presence in therapeutics which will allow them to really challenge Abbvie/Allergan.

We know from the political wars that authoritative voices can be lying.

Feels as if we're being cheated. I'll not tender.

FWIW, my derm KOL contacts tell me that based on feedback from other derms at recent conferences Daxi seems to be doing OK. For instance there was an injector conference this weekend in New York, and when asked who was using Daxi in their practice, barely any hands went up last year, but this year about half the attendees raised their hand. I am told there were about 200 attendees, most non-KOL doctors. As to why, what was mentioned was that the new pricing makes sense and that people are figuring out how to use the toxin. Seems in-line with what Soma was reporting from the West Coast.

By the way, they were surprised when I told them that RVNC says that therapeutic introduction is struggling. They are not neurologists, but they agreed that given the clinical benefit and the insurance coverage this should be an easy sell in therapeutic. They thought the PE company behind Crown will make a bundle...

So I am really puzzled...

Did your investment thesis change with the decrease in 2025-2040 forecasts provided in the filing? Personally i hoped for a failure in tender and reload in mid 1s-low 2s, but looks like competition is growing and the picture becomes less rosy.

I think a lot of this is CYA b.s. because Foley and the RVNC management team botched the execution... We have discussed forever the mistakes in the aesthetic market, and I am willing to give them some benefit of the doubt on that, but when we get "(iii) the slower than anticipated commercial trajectory of DAXXIFY® in both the cervical dystonia and glabellar lines indications, ..." when they have a clearly superior approved therapeutic product in a market with an unmet patient need, that is (another) sign of incompetence.

I didn't think they could screw up the therapeutic market, and this was the basis of my investment thesis, but apparently they did. And I will pay for it (dearly)... I thought that selling the therapeutic business to a pharma would be their hail Mary, but in retrospect I should have exited as soon as I saw who they hired to run that side of the business.

Some of the most interesting discussion in the filing:

At a meeting held on December 7, 2024, the Revance Board unanimously (i) determined that the A&R Merger Agreement, providing for the Offer and the Merger in accordance with Section 251(h) of the DGCL upon the terms and subject to the conditions set forth in the A&R Merger Agreement, and the Transactions contemplated by the A&R Merger Agreement are advisable and in the best interests of Revance and Revance’s stockholders; (ii) approved the execution and delivery of the A&R Merger Agreement by Revance, the performance by Revance of its covenants and other obligations thereunder, and the consummation of the Offer and the Merger upon the terms and subject to the conditions set forth in the A&R Merger Agreement; (iii) resolved to recommend that Revance’s stockholders tender their Shares to Merger Sub pursuant to the Offer, upon the terms and subject to the conditions set forth in the A&R Merger Agreement; and (iv) resolved that the Merger shall be effected under Section 251(h) of the DGCL. The Revance Board consulted with members of Revance management and representatives from Centerview and Skadden at various times, and considered a number of reasons, including the following non-exhaustive list of material reasons (not in any relative order of importance) that the members of the Revance Board participating in the decision believe support their unanimous decision and recommendation.
•
Business, Financial Condition and Prospects. The Revance Board considered certain factors, including, but not limited to, the current and historical financial condition, results of operations, business, market dynamics, competitive position, assets and prospects, as well as the long-range plan, of Revance and the execution risks associated with executing the long-range plan of Revance as a stand-alone company, including the impact of Revance entering into the Sixth Amendment and ANZ Agreement. Revance weighed the certainty of its stockholders realizing an upfront payment of $3.10 per Share in cash in the Offer and the Merger against the risks and uncertainties associated with Revance and its business as a stand-alone company (including the risk factors set forth in Revance’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 7, 2024 and its other public filings). The Revance Board also considered that given the Company’s forecasted liquidity based on the Company’s current operating plan and excluding any impact from the pending consummation of the Merger, there was substantial doubt about Revance’s ability to continue as a going concern and that in order to mitigate the substantial doubt to continue as a going concern, the Company may be required to refinance its debt, conduct additional offerings, restructure operations, sell assets or reduce operating expenses.
•
Market Dynamics. The Revance Board considered changes in the dynamics of the aesthetic injectable market and Revance’s performance and positioning in the market, including, among other things, (i) Revance’s ability to compete in an increasingly competitive neurotoxin and hyaluronic acid filler landscape, including several new entrants and additional expanded indications expected in both the Botulinum Toxin and Hyaluronic Acid Filler market, (ii) relatively flat growth in the US Hyaluronic Acid Filler Market, (iii) the slower than anticipated commercial trajectory of DAXXIFY® in both the cervical dystonia and glabellar lines indications, (iv) overall aesthetic injectable market headwinds, including frequency of patient visits softening and spend per visit down, (v) the trend toward increasing pricing pressure from aesthetic account consolidation and (vi) anticipated challenges with attracting and retaining top talent.
•
Financial Risks. The Revance Board considered the financial risk due to the size of Revance’s current debt and nearing maturities, which constrained Revance’s ability to fund DAXXIFY® clinical trials in therapeutics indications, ex-U.S. opportunities and further investment in U.S. aesthetics and therapeutics commercial infrastructure. Further, material operating expense reductions would likely be required to extend the cash runway of the Company which would further challenge revenue growth. The Revance Board also considered potential debt restructuring options, but all such options were likely to incur significant costs, carried significant risk or require significant equity dilution.
•
Cash Consideration; Certainty of Value. The Revance Board considered the fact that the Offer Price and Merger Consideration payable to Revance’s stockholders in the Offer and the Merger will consist entirely of cash, which will provide Revance stockholders with immediate liquidity and certainty of value. The
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Revance Board believed this certainty of value was in the best interest of stockholders, especially when viewed against the risks and uncertainties associated with Revance’s stand-alone strategy and the potential impact of such risks and uncertainties on the trading price of Shares.
•
Negotiation Process. The Revance Board considered the fact that the terms of the Transactions were the result of robust, arms’ length negotiations conducted by Revance with the knowledge and at the direction of the Revance Board and with the assistance of independent financial and legal advisors. The Revance Board also considered that Revance engaged with multiple parties on their interests in pursuing a strategic transaction (as more fully described above in the section titled “—Background of the Offer and the Merger”). Additionally, the Revance Board considered the enhancements that Revance and its advisors were able to obtain as a result of negotiations with Crown, including the increase in Crown’s price per share to be paid at Closing from the October 30 Proposal and negotiating terms in the A&R Merger Agreement that increased the likelihood of completing the Offer and consummating the Merger. Finally, the Revance Board considered (i) Crown’s view of the then current value of Revance based on Revance’s recent performance, (ii) market conditions and Crown’s view of the impact of Revance entering into the Sixth Amendment and ANZ Distribution Agreement and (iii) Crown’s unwillingness to commence the tender offer to the Original Merger Agreement given Crown’s view of the change in value of Revance.
•
Potentially Interested Counterparties. The Revance Board considered, with the assistance of Revance management and advisors, the low likelihood that other strategic counterparties would engage with Revance on the same or a similar timeframe as Crown and on contractual terms and conditions superior to those contained in the A&R Merger Agreement. Following entry into the Original Merger Agreement, the Revance Board considered the fact that additional outreach to strategic counterparties would have violated the terms of the Original Merger Agreement and could therefore jeopardize a potential transaction with Crown and result in risks of leak and disruption to the existing process or to Revance’s employees and business and that, in the event a third-party became interested in pursuing a transaction on terms more favorable to Revance and its stockholders than those contemplated by the A&R Merger Agreement, the Revance Board would be able to respond to such a proposal due to the A&R Merger Agreement’s customary “fiduciary out” provisions. Under those provisions, Revance has the ability to terminate the A&R Merger Agreement and accept and enter into a definitive A&R Merger Agreement with respect to an unsolicited Superior Proposal (as defined in the A&R Merger Agreement) provided that Revance pays the termination fee to Crown. The Revance Board also considered the fact that any “don’t ask don’t waive” provision contained in Revance’s confidentiality agreements with other potentially interested parties would cease to be effective upon the execution of the A&R Merger Agreement and the announcement of the Transactions.
•
Strategic Alternatives. The Revance Board, with the assistance of Revance management and advisors, engaged in a comprehensive evaluation of strategic alternatives, including acquisitions of Revance or components of its business, additional capital raising, a merger, partnerships, collaborations and equity investments. During this process, Revance has engaged with over a dozen third parties across strategics and financial sponsors to determine interests in pursuing a transaction. As of August 11, 2024, Crown was the only party to submit a proposal in connection with a strategic transaction. As of the date hereof, Revance has not received any offer or proposal that constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal under the Original Merger Agreement.
•
Certain Management Projections. The Revance Board considered certain forecasts for Revance prepared by members of senior management, which reflected an application of various assumptions and scenarios of Revance’s management. The November Projections reflected Revance operating as a stand-alone business, in the absence of a deal with Crown, and incorporated management’s latest view of the market. These projections were provided to the Revance Board in connection with its consideration of the Offer and the Merger and to Centerview in connection with rendering their fairness opinions to the Revance Board. For further discussion, see “—Certain Financial Projections.”
•
Centerview’s Fairness Opinion and Related Analysis. The Revance Board considered the opinion of Centerview rendered to the Revance Board on December 7, 2024, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the
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review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the holders of Shares (other than as specified in such opinion) pursuant to the A&R Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below ”

I would be happy to buy back shares if the tender fails and Foley got fired.

You would also need the board to be altered up as they kept Foley in power and rewarded him.