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Revance Therapeutics Shares Rise as Teoxane Looks to Upend Crown Deal

AInvestMonday, Jan 6, 2025 10:08 am ET
5min read


Revance Therapeutics (RVNC) shares surged 16% in early trading on January 6, 2025, following Teoxane SA's announcement of a superior proposal to acquire the biotechnology company for $3.60 per share in cash. Teoxane's offer represents a 16% premium over the $3.10 per share price in Revance's amended and restated agreement with Crown Laboratories, as announced on December 9, 2024.

Teoxane, which beneficially owns 6.2% of the outstanding shares of common stock of Revance, submitted its proposal to the Board of Directors of Revance on January 6, 2025. Teoxane's proposal provides a 16% premium over the $3.10 per share price in Revance's amended and restated merger agreement with 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 expeditiously towards 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.



Revance Therapeutics Overview

Revance Therapeutics, Inc. is a biotechnology company focused on aesthetic and therapeutic offerings, including its neuromodulator product, DaxibotulinumtoxinA for Injection. The company has launched a prestige aesthetics portfolio, which includes the RHA Collection of dermal fillers and the HintMD platform. Its main products include DaxibotulinumtoxinA for Injection and DaxibotulinumtoxinA for Injection Aesthetics. The operating business segments are the Product and the Service Segment. The Products segment generates maximum revenue and is engaged in the research and development of aesthetic and therapeutic products.



Revance Therapeutics' financial performance has been strong, with revenue increasing from $77.798 million in 2021 to $132.565 million in 2022, and $234.04 million in 2023. Net income has also improved, from -$281.310 million in 2021 to -$356.422 million in 2022, and -$323.986 million in 2023. Total assets have grown from $531.163 million in 2021 to $581.900 million in 2022, and $478.454 million in 2023.

Teoxane's proposal comes at a time when Revance is facing a dispute with Crown Laboratories over claims of breach of a 2020 distribution agreement that made Revance the exclusive commercialization partner of Teoxane's collection of dermal fillers. The dispute delayed the deal between Revance and Crown, and Revance was able to resolve the dispute with Teoxane, but privately held Crown was dissatisfied with Revance's new agreements, further delaying the transaction. Revance and Crown last month struck a revised deal that cut Crown's takeover price for Revance by more than half, to about $323 million.

Teoxane's proposal offers a higher premium and a more attractive alternative for Revance shareholders, who have seen their shares rise in response to the news. Teoxane's existing commercial relationship with Revance, along with its strong financial position and access to committed financing, make it a formidable competitor in the acquisition battle. As the situation unfolds, investors will be watching closely to see if Teoxane's offer gains traction and ultimately results in a successful acquisition of Revance Therapeutics.
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