Teoxane SA → Revance Therapeutics, Inc.

On December 9, 2024, the Issuer announced its entry into an Amended and Restated Agreement and Plan of Merger (as amended by Amendment, dated December 11, 2024, the "A&R Merger Agreement") with Crown Laboratories, Inc. and Reb Merger Sub, Inc. (collectively, "Crown"), pursuant to which Crown commenced a tender offer (the "Tender Offer") on December 12, 2024 to purchase all of the outstanding shares of Common Stock at a price of $3.10 per share (such price, the "Offer Price"). 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. On January 21, 2025, the Issuer announced its entry into an Amendment No. 2 to the Merger Agreement with Crown, pursuant to which Crown amended the Tender Offer on January 21, 2025 to increase the Offer Price to $3.65 per share (the "Revised Tender Offer"). Since the submission of the Proposal, the Reporting Person has diligently worked to arrange the debt and equity financing required for the consummation of the Proposed Transaction. However, as of the date hereof, the Reporting Person has concluded that committed financing is not available within the constraints of the existing timeline of the Revised Tender Offer. Accordingly, the Reporting Person is withdrawing the Proposal, effective immediately, and intends to tender all of the outstanding shares of Common Stock beneficially owned by the Reporting Person into the Revised Tender Offer. The Reporting Person looks forward to working with the Issuer and Crown.