“NASHVILLE, TN - Revance Therapeutics, Inc. (NASDAQ:
RVNC), a biotechnology firm specializing in pharmaceutical preparations, announced on Friday an extension to the commencement date of a tender offer related to its planned merger with Crown Laboratories, Inc. and Reba Merger Sub, Inc. (collectively the "Buyer Parties"). The decision to delay the offer, initially set for October 18, 2024, comes as Revance engages in discussions with Teoxane SA concerning an existing distribution agreement.
The ongoing negotiations with Teoxane, a key partner for Revance, stem from a notice Revance received on August 16, 2024, alleging material breaches in their exclusive distribution agreement from January 10, 2020. The alleged breaches pertain to stock levels and efforts to promote and sell Teoxane products. Revance has denied these allegations and is actively disputing the claims, asserting that the issues raised do not constitute material breaches of the agreement. The company has expressed its intention to defend its position vigorously.
Despite the dispute, the distribution agreement remains effective, and discussions with Teoxane could potentially result in modifications to the agreement, including changes to minimum purchase obligations. These discussions are also impacting the timeline of Revance's merger process with the Buyer Parties. As a result, all parties involved agreed to push back the tender offer's start to no later than October 25, 2024, with the possibility of further delays or modifications depending on the outcome of the talks with Teoxane.
The delay in the tender offer could have various implications for the merger, which was initially announced on August 11, 2024, under the Merger Agreement. The company has stated that the merger agreement is still in place, and a waiver related to the extension has been filed with the SEC“