L'OREAL TO MAKE A Â£652 MILLION RECOMMENDED CASH OFFER FOR THE BODY SHOP INTERNATIONAL PLCÂ• A partnership that makes perfect sense
Â• A commitment to respect The Body Shop's strong values
Â• The Body Shop to be maintained as a standalone entity with continuity in management
Â• A cash offer of 300 pence per share (34.2% premium over the share price on February 21, 2006)
L'OrÃ©al, the world's leading cosmetics company, has reached
agreement with the board of The Body Shop International plc (Â“The Body ShopÂ”) on the terms of a recommended cash offer to acquire the entire issued share capital of The Body Shop. The offer, at 300 pence per share, values The Body Shop's issued share capital at approximately Â£652 million.
This offer represents a premium of 34.2% to The Body Shop's closing mid market price of 223.5 pence per share on 21 February 2006, the last day prior to speculation of a possible bid for The Body Shop, and 31.5% over The Body Shop's average share price of 228.2 pence per share for the six months up to and including 21 February 2006. Listed on the London Stock Exchange, The Body Shop is a successful cosmetics brand with strong growth potential, with 2,085 dedicated retail outlets in 54 countries. The Body Shop posted revenue of Â£419 million and retail sales in excess of Â£700 million in the year ending 26 February 2005. The Body Shop has acquired a strong reputation as a naturally-oriented brand with expertise in retail and deeply-rooted values.
L'OrÃ©al's worldwide perspective would complement The Body Shop's distribution expertise, and The Body Shop would gain access to L'OrÃ©al's research and development and marketing know-how to enhance The Body Shop's product offering. L'OrÃ©al's overall objective is to increase The Body Shop's growth. The acquisition of The Body Shop would broaden L'OrÃ©al's existing portfolio, adding a complementary brand with a strong identity and values. L'OrÃ©al is committed to preserving and upholding those values.
L'OrÃ©al would develop The Body Shop brand as a standalone entity within the L'OrÃ©al Group and The Body Shop's dedicated retail network would continue to sell only The Body Shopbranded products. L'OrÃ©al's other brands would continue to be marketed through their existing distribution channels. L'OrÃ©al wishes to continue to work with The Body Shop's existing management team, reporting directly to CEO-Designate, Jean-Paul Agon. The Body Shop's strong relations with employees, franchisees, The Body Shop At Home consultants and suppliers would be maintained.
Dame Anita Roddick will remain in her current role as a consultant to The Body Shop. In Clichy, Friday March 17th 2006, 8.00 a.m addition, Dame Anita Roddick has accepted L'OrÃ©al's invitation to become a consultant to L'OrÃ©al to share her unique experience in Community Trade.
L'OrÃ©al has received irrevocable undertakings to accept the offer from Dame Anita Roddick and Mr Gordon Roddick as well as from the other directors of The Body Shop. In addition, L'OrÃ©al has been granted a call option that gives it the ability to require that the shares in which Mr Ian McGlinn is interested be tendered into the offer. These undertakings and the call option account together for approximately 42.6% of The Body Shop's total issued share capital.
L'OrÃ©al expects that the acquisition of The Body Shop would be EPS neutral in the financial year to 31 December 2006, and EPS accretive thereafter.
The offer is conditional upon receiving the required regulatory clearances.
Sir Lindsay Owen-Jones, chairman and CEO of L'OrÃ©al, commented:
Â“We have always had great respect for The Body Shop's success and for its strong identity and values created by its outstanding founder, Dame Anita Roddick. A partnership between our companies makes perfect sense. Combining L'OrÃ©al's expertise and knowledge of international markets with The Body Shop's distinct culture and values will benefit both companies. We are delighted that The Body Shop's board has agreed to unanimously recommend our offer to the Company's shareholders. We look forward to working together with The Body Shop's management, employees and franchisees to fulfil The Body Shop's independent potential as part of the L'OrÃ©al family."
Commenting on the Offer, Mr Adrian Bellamy, Chairman of The Body Shop, said:
Â“For the shareholders L'OrÃ©al's offer is a significant premium to the share price and I believe provides an opportunity for them to realise fully now the prospects for the group on a stand alone basis. For the other stakeholders this combination of our two great organisations - The Body Shop and L'OrÃ©al - will provide significant strategic impetus to The Body Shop's growth plans for its three retail channels of stores, direct selling and e-commerce around the world. In just 30 years The Body Shop has grown into a substantial global branded retailer operating in 54 countries with great opportunities ahead. Furthermore, L'OrÃ©al's significant strengths in the management and development of global brands, combined with our skills as a global retailer with strong values commitments will be a powerful combination, in the cosmetics and personal care market place with corresponding opportunities for our employees, franchisees and The Body Shop consultants.Â”
Commenting on the Offer, Dame Anita Roddick, founder and non-executive director of The Body Shop, said:
Â“For both Gordon and I, this is without doubt the best 30th anniversary gift The Body Shop could have received. L'OrÃ©al has displayed visionary leadership in wanting to be an authentic advocate and supporter of our values. They understand what a maverick The Body Shop was in the business world and how we helped change the language of business, incorporating the action of social change, especially in human rights, animal welfare, the environment and community trade. I am so proud of these achievements. I want to thank all those employees, consultants, franchisees, suppliers and NGO friends who helped shape our identity. I am confident that they will see being part of the L'OrÃ©al family as a great opportunity for The Body Shop.Â”
"This news release does not constitute an offer to sell, or a solicitation of an offer to buy, LÂ’OrÃ©al shares. If you wish to obtain more comprehensive information about LÂ’OrÃ©al, please refer to the public documents registered in France with the AutoritÃ© des MarchÃ©s Financiers.
This news release may contain some forward-looking statements. Although the Company considers that these statements are based on reasonable hypotheses at the date of publication of this release, they are by their nature subject to risks and uncertainties which could cause actual results to differ materially from those indicated or projected in these statements."
Contacts at L'OREALIndividual shareholders and market authorities
Mr Jean-RÃ©gis CAROF
Tel. : +126.96.36.199.83.02
Financial analysts and institutional investors
Mrs Caroline MILLOT
Tel. : +188.8.131.52.86.82
Fax : +184.108.40.206.80.02
Mr Mike RUMSBY
Tel. : +220.127.116.11.76.71