Item 8. Additional Information to be Furnished.
Item 8 (“Additional Information”) of the Schedule 14D-9 is hereby amended and supplemented by adding the following information set forth below after the last paragraph of the subsection entitled “Subsequent Events”:
On January 16, 2025, Crown provided to Revance non-binding proposed amendments to the A&R Merger Agreement, Equity Commitment Letter and Limited Guarantee (together, the “Crown Proposal”). The Crown Proposal contemplates the following material changes to the terms of the A&R Merger Agreement: (i) an increase in the Offer Price to $3.65 per share; (ii) an increase in the Company Termination Fee to $15,290,488.66; and (iii) an increase in the Parent Termination Fee to $22,935,732.99. The Crown Proposal remains subject to formal consent and approval from both Crown’s Board of Directors and Revance’s Board. Crown indicated that the $3.65 offer expires at 4:10 p.m., Eastern Time, on January 17, 2025. The Revance Board will evaluate the Crown Proposal consistent with its duties.
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