Teoxane SA → Revance Therapeutics, Inc.

On December 9, 2024, the Issuer announced its entry into an Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement") with Crown Laboratories, Inc. and Reb Merger Sub, Inc. (collectively, "Crown"), pursuant to which Crown commenced a tender offer on December 12, 2024 to purchase all of the outstanding shares of Common Stock at a price of $3.10 per share (the transactions contemplated by the A&R Merger Agreement, the "Proposed Transaction"). The Reporting Person believes that the Proposed Transaction undervalues the Issuer and that the consummation of the Proposed Transaction is not in the best interests of the Issuer or its stockholders. On January 6, 2025, the Reporting Person submitted a proposal (the "Proposal") to the chairman of the board of directors and the chief executive officer of the Issuer proposing a transaction (the "Proposed Transaction") pursuant to which the Reporting Person would purchase all of the outstanding shares of Common Stock that are not beneficially owned by the Reporting Person at a price of $3.60 per share. The Proposed Transaction is subject to a number of conditions, including, among other things, any applicable regulatory approvals, the negotiation and execution of definitive transaction documents and the satisfactory completion of confirmatory due diligence. The Proposal is non-binding in nature, constitutes a preliminary indication of interest and does not obligate the Reporting Person or the Issuer to negotiate or enter into a definitive agreement with respect to the Proposed Transaction. No assurances can be given that a definitive agreement with respect to the Proposed Transaction will be entered into or whether the Proposed Transaction will be consummated. The Proposed Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, a change to the present board of directors of the Issuer, and a material change to the present capitalization or dividend policy of the Issuer. The Reporting Person is expected to take actions in furtherance of the Proposed Transaction set forth in the Proposal or any amendment thereof. The Reporting Persons may at any time, or from time to time, acquire additional shares of Common Stock or dispose of their shares of Common Stock, propose, pursue, or choose not to pursue the Proposed Transaction; change the terms of the Proposed Transaction, including the price, conditions, or scope of the Proposed Transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction; otherwise seek control or seek to influence the management and policies of the Issuer; or change their intentions with respect to any such matters. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal which is filed as Exhibit 99.1 hereto and is incorporated by reference in its entirety into this Item 4. On January 6, 2025, the Reporting Person issued a press release in connection with the Proposal, a copy of which is filed as Exhibit 99.2 hereto and is incorporated by reference in its entirety into this Item 4.