This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the
commencement of a planned tender offer by Reba Merger Sub, Inc., a Delaware corporation (Purchaser) and wholly-owned subsidiary of Crown Laboratories, Inc., a Delaware corporation (Crown), for all of the outstanding shares of
common stock of Revance Therapeutics, Inc., a Delaware corporation (the Company), pursuant to the Agreement and Plan of Merger, dated as of August 11, 2024 (the Merger Agreement), among Crown, Purchaser and the Company.
Additional Information and Where to Find It
The
tender offer described in this Tender Offer Statement on Schedule TO has not yet commenced. This Schedule TO is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy shares of
the Companys common stock will be made only pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Crown and Purchaser intend to file with the
Securities and Exchange Commission (SEC). In addition, the Company 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
stockholders of the Company 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 and Purchaser and the Company 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 the Company under the News section of the Companys website at www.revance.com. The information contained in, or that can be accessed through, the Companys or Crowns 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 THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHAE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT OF THE
COMPANY 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 WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.
Cautionary Statement on
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document 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 Crowns the Companys future financial performance, business prospects and strategy, expectations with respect to the tender offer and the merger, including the timing thereof and the Companys and
Crowns and Purchasers 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 the Company 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 the Companys and Crowns business relationships (including, without
limitations, partners and customers), the occurrence of any event, change or other circumstances that could give