L'Occitane International S.A. (SEHK:973) entered into the merger agreement to acquire 83% stake in Sol de Janeiro Holdings, Inc. from Prelude Growth Partners, Heela Yang and Marc Capra for $450 million in an equity reinvestment transaction on November 15, 2021. Heela Yang and Marc Capra will rollover their 17% stake. The consideration will be reduced by the aggregate value of the shares to be contributed by Heela Yang and Marc Capra and will be subject to certain customary adjustments contemplated by the Merger Agreement. Payment of the aggregate cash consideration will be funded by L'Occitane International's cash on hand and existing banking facilities. As of December 31, 2020, Sol de Janeiro reported total assets of $29 million, revenue of $60 million and net profit after tax of $10 million. The transaction is subject expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1967, regulatory approval, stockholders approval of Sol de Janeiro and other customary closing conditions. The transaction is expected to close on December 31, 2021. The Board believes the transactions are complementary to the Group’s existing business strategy and will be accretive to the Group’s future growth and profitability globally. Financo Raymond James served as financial advisor and Cooley LLP and Finn, Dixon & Herling LLP served as legal counsel to Prelude Growth Partners. PriceWaterhouseCoopers Corporate Finance LLC acted as financial due diligence advisor to L'Occitane International S.A. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to L'Occitane International S.A.