Revance is a biotechnology company that develops, manufactures, and commercializes neuromodulators for various aesthetic and therapeutic indications in the United States and internationally. In January 2020, Revance entered into a distribution agreement with Teoxane SA, pursuant to which Teoxane granted Revance “the exclusive right to import, market, promote, sell, and distribute Teoxane’s line of Resilient Hyaluronic Acid (RHA) 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., a privately held marketer and manufacturer of skincare products, jointly announced that they had entered into a merger agreement pursuant to which the companies would seek to merge. Under the terms of the merger agreement, Crown would commence a 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 titled “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.
On March 20, 2025, the Court appointed The Arbitrage Fund, AltShares Merger Arbitrage ETF, AltShares Event-Driven ETF, iMGP Alternative Strategies Fund, and Chicago Capital Management, LP as Lead Plaintiff and Saxena White P.A. as Co-Lead Counsel.
Lead Plaintiffs filed an amended complaint on June 18, 2025. On August 28, 2025, Defendants filed a motion to dismiss the amended complaint, and on October 24, 2025, Lead Plaintiffs filed their response in opposition to the motion. On December 5, 2025, Defendants filed their reply to Lead Plaintiffs’ response.
