L'Occitane Groupe S.A. has made an offer to acquire remaining 27.4% stake in L'Occitane International S.A. (SEHK:973) from its shareholders for HKD 13.8 billion in a going private transaction on April 29, 2024. Under the terms of agreement, Offeror has offered a purchase price of HKD 34 per share in cash (the "Offer"). Offeror has indicated the offer price is final and will not be increased further. Offeror intends to finance the consideration through a combination of external debt facilities provided by Crédit Agricole Corporate and Investment Bank (CA-CIB), with additional financing capital provided by funds managed by Blackstone Inc. and its affiliates and Goldman Sachs Asset Management International or its affiliates. The Board has established an Independent Board Committee (the "IBC") comprised solely of dedicated independent non-executive directors to evaluate the Offer and make a recommendation to minority shareholders as to whether the Offer is fair and reasonable and as to acceptance. The offer was made with the intention to privatise and delist the Company from the Hong Kong Stock Exchange. The current management team would remain in place, to continue operations of the Company's business as it is and invest in long-term sustainable growth initiatives as a privately held company. Offeror has stated its intention to continue operating the Company's business and retain employees across all geographies, other than the changes that would occur in the ordinary course of business. In addition to a compelling valuation, the Offer would allow shareholders to realise their investment in the Company for cash amidst an uncertain market climate marked by geopolitical factors and uncertain sentiment in the broader equity markets, among others.

The Offer is subject to a minimum 90% acceptance threshold by shareholders other than Offeror or its concert parties (the "Disinterested Shareholders"). Offeror has received Irrevocable Undertakings from existing Disinterested Shareholders representing in total approximately 25.79% of the Offer Shares held by Disinterested Shareholders to accept the offer. In addition, Disinterested Shareholders representing approximately 12.17% of the Offer Shares held by Disinterested Shareholders have committed to recommend the offer or provided Non-binding Letters of Support. Offeror intends to conduct a squeeze-out of shares not tendered to the Offer, if it acquires not less than 90% of Offer Shares held by Disinterested Shareholders by August 26, 2024 (or as otherwise extended). The proposed privatisation unlocks immediate value for minority shareholders and aims to provide greater flexibility in making longer-term business decisions. As of May 15, 2024, Offeror has received valid expressions of interest from Minority
Shareholders holding, in aggregate, not less than 10% of Disinterested Shares as of April 29, 2024, and accordingly, the Share Alternative Pre-Condition has been met. Notwithstanding the Share Alternative Pre-condition being met, Offeror retains discretion to decide whether to make the Potential Share Alternative Offer.

Somerley Capital Limited acted as Independent Financial Adviser to L'Occitane International. J.P. Morgan Securities (Asia Pacific) Limited is acting as exclusive financial adviser to L'Occitane Groupe. Crédit Agricole Corporate and Investment Bank (CA-CIB) and Corporate Finance International (CFI Group) are acting as exclusive financial advisers to L'Occitane Groupe in connection with the raising of capital and the overall structuring of the financing. Skadden, Arps, Slate, Meagher & Flom LLP is acting as global legal counsel to L'Occitane Groupe, Reinold Geiger and Arendt & Medernach is acting as Luxembourg counsel to L'Occitane Groupe.