NEW YORK, March 06, 2025 (GLOBE NEWSWIRE) — Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Revance Therapeutics, Inc. (NASDAQ:RVNC) on behalf of long-term stockholders following a class action complaint that was filed against Revance on January 3, 2025 with a Class Period from February 29, 2024 to December 6, 2024. Our investigation concerns whether the board of directors of Revance have breached their fiduciary duties to the company.
Revance is a biotechnology company that develops, manufactures, and commercializes neuromodulators for various aesthetic and therapeutic indications in the United States (“U.S.”) and internationally.
In January 2020, Revance entered into a distribution agreement (the “Distribution Agreement”) with Teoxane SA (“Teoxane”), pursuant to which Teoxane granted Revance “the exclusive right to import, market, promote, sell and distribute Teoxane’s line of Resilient Hyaluronic Acid® dermal fillers, which include: (i) the RHA® Collection of dermal fillers and (ii) the RHA® Pipeline Products in the U.S., U.S. territories and possessions, in exchange for 2,500,000 shares of [Revance] common stock” and certain other commitments by Revance. In addition, under the Distribution Agreement, Revance is required to meet certain minimum purchase obligations and certain minimum expenditure requirements and either party may terminate the Teoxane Agreement in the event of “a material breach by the other party, including certain specified breaches that include the right for Teoxane to terminate the Teoxane Agreement for [Revance’s] failure to meet the minimum purchase requirements or commercialization expenditure during specified periods, or for [Revance’s] breach of the exclusivity obligations” under the Distribution Agreement.
In August 2024, Revance and Crown Laboratories, Inc. (“Crown”), a privately held marketer and manufacturer of skincare products, jointly announced that they had entered into a merger agreement (the “Merger Agreement”) pursuant to which the companies would seek to merge. Under the terms of the Merger Agreement, Crown would commence a tender offer (the “Tender Offer”) to acquire all outstanding shares of Revance’s common stock for $6.66 per share in cash, representing a total enterprise value of $924 million.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and prospects. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Revance was in material breach of the Distribution Agreement; (ii) the foregoing subjected the Company to an increased risk of litigation, as well as monetary and reputational harm; (iii) all the foregoing increased the risk that the Tender Offer would be delayed and/or amended; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times.
On September 23, 2024, Revance disclosed in a filing with the U.S. Securities and Exchange Commission (“SEC”) that it “received a notice to remedy alleged material breaches, including breaches of the maximum levels of buffer stock and required efforts to promote and sell Teoxane products, under the Company’s exclusive distribution agreement with Teoxane SA”. Due to the dispute with Teoxane, Revance advised that Crown’s Tender Offer had been delayed until at least October 4, 2024.
On this news, Revance’s stock price fell $0.445 per share, or 7.66%, to close at $5.365 per share on September 23, 2024.
Then, on December 9, 2024, Revance disclosed in an SEC filing that Crown and Revance had amended their merger agreement, and that Crown would shortly commence a tender offer to acquire all outstanding shares of Revance’s common stock for $3.10 per share in cash-a drop of over 50% in the purchase price.
Market analysts were quick to comment on the reduced Tender Offer purchase price. For example, on December 9, 2024, Reuters published an article entitled “Revance agrees to lower take-private offer by Crown Labs,” which quoted an analyst from the investment banking firm Stifel as stating “[t]his significant devaluation is a reflection of multiple forced errors, starting with the failed launch strategy for Daxxify and ensuing reputational damage to Revance’s relationships to the surprise merger announcement near all-time lows, then leading to accusations of breach of contract with Teoxane.”
On this news, Revance’s stock price fell $0.79 per share, or 20.68%, to close at $3.03 per share on December 9, 2024.
If you are a long-term stockholder of Revance, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.
About Bragar Eagel & Squire, P.C.:
Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.
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Contact Information:
Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Marion Passmore, Esq.
(212) 355-4648
investigations@bespc.com
www.bespc.com
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