Shiseido Company’s Joint Venture With CVC Asia Pacific Limited

Davis Polk advised Shiseido Company on the deal. Clifford Chance, White & Case, Skrine, and Nagashima Ohno & Tsunematsu acted for CVC. Baker & McKenzie advised Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and MUFG Bank, Ltd.

Shiseido Company, Limited completed the transfer of its global Personal Care business to CVC Asia Pacific Limited, including leading global brands TSUBAKI, SENKA and other shampoo, conditioner and other affordable hair care and skin care brands, in a transaction valued at ¥160 billion (approximately $1.52 billion).

Shiseido and CVC have signed a definitive agreement for the transaction, which will also establish a new joint venture for the Personal Care business. Shiseido will maintain an indirect 35% ownership stake in the new company, and will provide cooperation aimed at the further growth and development of the business. Following the transfer, Shiseido’s strategic focus will be on growing its prestige brands, including its core cosmetics business. The transaction is expected to close by July 1, 2021 and is subject to customary closing conditions.

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.

Established in 1981, CVC is one of the leading private equity and credit firms with $109.1 billion of assets under management, $160.3 billion of funds committed and a global network of 23 local offices: 15 across Europe and the Americas and eight in the Asia Pacific region.

The Davis Polk corporate team advising Shiseido included partner Ken Lebrun (Picture) and associates Lucas C. Adams, Mari Foster and Paul Jun. Partner Frank J. Azzopardi and associate Jesse L. Hallock provided intellectual property. Partner Ronan P. Harty and counsel Matthew Yeowart provided antitrust and competition advice. Counsel Alon Gurfinkel and associate Veronica Davis provided tax advice. 

Partner Yong Bai led the Clifford Chance’s international team and was supported by senior associate Zibo Liu and associate Nan Lan in Beijing, partner Richard Blewett and associate Carmen Puscas in Brussels, counsel Masafumi Shikakura in Tokyo, and partner Itir Ciftci and associate Asli Kural from Clifford Chance’s associate firm CIFTCI Attorney Partnership in Istanbul. Clifford Chance acted as international counsel and DaHui Lawyers acted as PRC counsel for filing in China.

The White & Case team which advised on the transaction comprised partner Clara Shirota (Tokyo & Hong Kong) and associate Charisa Yeung (Hong Kong).

The Skrine team was led by Partner Sheba Gumis (M&A), supported by Senior Associate Francine Ariel Paul and Associate Faith Chan. The team was also supported by Partners Selvamalar Alagaratnam (Employment), Natalie Lim (Intellectual Property), Jesy Ooi (Real Estate), Senior Associate Chen Mei Quin (Employment), and Associates Nicole Oh (Intellectual Property) and Marcus Leong (Real Estate).

Involved fees earner: Karine Chan – Baker McKenzie; Grace Chen – Baker McKenzie; Kenneth Ching – Baker McKenzie; Emiko Horikawa – Baker McKenzie; Sally Hung – Baker McKenzie; Hiroyuki Kitamura – Baker McKenzie; Shinichiro Kitamura – Baker McKenzie; Gavin Raftery – Baker McKenzie; Leslie Tsoi – Baker McKenzie; Akiko Tsuji – Baker McKenzie; Takuya Wada – Baker McKenzie; Shirley Wang – Baker McKenzie; Li Zeng – Baker McKenzie; Asli Kural – Ciftci Attorney Partnership; Yong Bai – Clifford Chance; Richard Blewett – Clifford Chance; It?r Çiftçi – Clifford Chance; Nan Lan – Clifford Chance; Zibo Liu – Clifford Chance; Carmen Puscas – Clifford Chance; Masafumi Shikakura – Clifford Chance; Lucas Adams – Davis Polk & Wardwell; Frank Azzopardi – Davis Polk & Wardwell; Veronica Davis – Davis Polk & Wardwell; Mari Foster – Davis Polk & Wardwell; Alon Gurfinkel – Davis Polk & Wardwell; Jesse Hallock – Davis Polk & Wardwell; Ronan Harty – Davis Polk & Wardwell; Paul Jun – Davis Polk & Wardwell; Ken Lebrun – Davis Polk & Wardwell; Matthew Yeowart – Davis Polk & Wardwell; Selvamalar Alagaratnam – Skrine; Faith Chan – Skrine; Mei Quin Chen – Skrine; Sheba Gumis – Skrine; Marcus Leong – Skrine; Nicole Oh Jia Yi – Skrine; Jesy Ooi – Skrine; Francine Ariel Paul – Skrine; Natalie Lim – Skrine; Clara Shirota – White & Case; Charisa Yeung – White & Case;

Law Firms: Baker McKenzie; Ciftci Attorney Partnership; Clifford Chance; Davis Polk & Wardwell; Skrine; White & Case;

Clients: CVC; Mizuho Bank; Shiseido; Sumitomo Mitsui Banking Corporation;

Sonia Carcano

Author: Sonia Carcano