Latham and Davis Polk Team Up for L’Oréal’s $2.5bn Purchase of Aēsop

Latham and Davis Polk Team Up for L’Oréal’s $2.5bn Purchase of Aēsop

Latham & Watkins and Davis Polk & Wardwell are providing counsel on the planned £2.5 billion acquisition of Australian luxury cosmetics brand Aēsop by French skincare titan L’Oréal from Brazilian parent company Natura & Co.

Latham & Watkins is providing advisory services to L'Oréal in the acquisition, while Davis Polk & Wardwell is offering counsel to Natura & Co. The in-house legal team of L'Oréal, led by Group General Counsel Alexandre Menais, is also involved in the deal.

Aēsop, which was initially established in Melbourne in 1987, has approximately 400 points of sale throughout the Americas, Europe, Australia, New Zealand, and Asia. L’Oréal plans to expand the brand's presence following Aēsop's opening of its first store in China last year.

According to Dealogic, the acquisition marks L’Oréal's largest-ever transaction, surpassing its $1.7 billion acquisition of YSL Beauté in 2008.

The agreement concludes several months of negotiations during which other firms, such as private equity company Permira and Chinese investment firm Primavera Capital, expressed interest in the Australian brand.

Aēsop is renowned for its exfoliating hand wash, fragrant body lotions, and incense kits. Natura, the parent company of The Body Shop and Avon, initially acquired a 65 per cent stake in Aēsop in 2012, before acquiring full ownership in 2016.

The completion of the sale to L'Oréal is anticipated to take place later this year.

Cyril Chapuy, the President of L’Oréal Luxe, stated that Aēsop is a truly complementary brand to their portfolio, and its unique positioning will be a valuable asset for their future growth.

Aēsop is a “brand that has been traditionally centred around body care and has more recently expanded into skincare and fragrances, which anchors it to the luxury beauty market. Quite simply, Aēsop is a diamond of holistic beauty that will make our Luxe division even stronger,” Cyril Chapuy added.

Menais became the head of L’Oréal's legal team in September last year, having previously worked as the executive vice president of French tech company Atos. During his time at Atos, he had a broad remit that included overseeing group M&A and corporate development.

He is one of France's most well-known general counsels and has been a member of the board of the Autorité de la Concurrence, France's national competition regulator, since 2019.

Assisting Menais on the deal were Arnaud de Rochebrune, Legal Director for M&A and Licences, and Sabine Vermelle, Associate General Counsel for M&A.

The Latham & Watkins team was headed from Paris by corporate partner Pierre-Louis Cléro, accompanied by counsel Raphaël Darmon and associates Julia Lefevre and Yasmine Houichi.

London partner Neil Campbell and associate Harriet Stephenson provided counsel on corporate issues; partner Mathilde Saltiel and associate Julien Morize on antitrust matters; partner Jean-Luc Juhan and associate Daniel Martel on commercial contracts issues; partner Olivia Rauch-Ravisé and associate Alexis Caminel on tax matters; and partner Matthias Rubner and associate Léo Theillac on employment concerns.

The team at Davis Polk was led by partner Daniel Brass in New York, alongside counsel William Tong in London. Tax advice was provided by counsel Dominic Foulkes in London, while New York partner Frank J. Azzopardi offered expertise on intellectual property matters. In New York, partner Ronan P. Harty and counsel Nathan Kiratzis, as well as London counsel Matthew Yeowart, provided antitrust and regulatory advice.

L’Oréal has 36 brands in its portfolio altogether. Its Luxe division, which became the highest-earning sector of the French company in 2021, includes popular brands like Armani, Yves Saint Laurent, Helena Rubinstein, Kiehl’s, Mugler, and Lancôme. The division earned €12.43 billion compared to the €12.23 billion ($13.4 billion) generated by L’Oréal’s consumer goods division, which comprises brands like Garnier and Maybelline.