We are advising Shiseido on the transaction

We are advising Shiseido Company, Limited on its transfer of the Professional business, including leading brands such as SUBLIMIC (hair care) and PRIMIENCE (hair color), to Henkel AG & Co. KGaA for a transfer price of ¥12.3 billion (approximately $107 million). The Professional business engages in the manufacturing and distribution of products mainly for hair salons.

The assets related to the Professional business held in Japan will be transferred to Shiseido’s wholly owned subsidiary through an absorption-type corporate split, followed by a transfer of 80% the shares in the subsidiary to Henkel. Shiseido will maintain a 20% stake in the Japanese entity in order to support business growth via a partnership with Henkel. The overseas business will be transferred to Henkel Group’s respective local entities. Shiseido will also license the “Shiseido Professional” brand name to Henkel.

Shiseido is a premier cosmetics company, operating in approximately 120 countries and regions around the world. Founded in 1872 as the first Western-style pharmacy in Japan, Shiseido has evolved into a global beauty brand. Shiseido is headquartered in Tokyo and is traded on the Tokyo Stock Exchange.

Founded in 1876, Henkel is a German chemical and consumer goods company headquartered in Düsseldorf, Germany. Henkel employs about 53,000 people globally, and operates worldwide with the three business units: Adhesive Technologies, Laundry & Home Care, and Beauty care. Henkel has global operations in the beauty care business with a strong foothold in both professional and consumer hair categories.

The Davis Polk corporate team includes partner Ken Lebrun and associates Paul Jun and Junghyun Park. Partner Frank J. Azzopardi and associate Brette L. Trost are providing intellectual property advice. Counsel Alon Gurfinkel and associates Omer Harel and Kelli A. Rivers are providing tax advice. Members of the Davis Polk team are based in the Tokyo, New York and London offices.