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Charlotte Tilbury Renegotiation Emerges as New Wrinkle in Puig–Estée Lauder Talks

The issue centers on a change-of-control clause that could allow Tilbury to force the sale of her remaining stake if Puig is acquired, potentially creating an €850 million obligation based on the brand’s last disclosed valuation.
The issue centers on a change-of-control clause that could allow Tilbury to force the sale of her remaining stake if Puig is acquired, potentially creating an €850 million obligation based on the brand’s last disclosed valuation.
eric at Adobe Stock

A potential tie-up between Puig and The Estée Lauder Companies has reportedly hit a fresh complication, with Charlotte Tilbury seeking to renegotiate terms tied to the 2020 sale of her namesake brand to Puig.

According to market sources cited by Expansion, Tilbury wants to revisit contractual provisions linked to the remaining 21.5% stake she still holds in Charlotte Tilbury, which Puig is expected to fully acquire between 2026 and 2031 through a series of buy-and-sell options tied to the brand’s financial performance.

The issue centers on a change-of-control clause that could allow Tilbury to force the sale of her remaining stake if Puig is acquired, potentially creating an €850 million obligation based on the brand’s last disclosed valuation. Sources cited in the report suggest this liability has become a sticking point in ongoing discussions between Puig and Estée Lauder.

The negotiations come amid mounting pressure on both companies. Earlier this year, Reuters reported that Estée Lauder was considering a takeover offer for Puig’s Class B shares at €18–19 per share, slightly above the company’s recent trading price, though both parties declined to comment. Reuters also noted that geopolitical tensions in the Middle East and slowing travel retail demand have weighed on Puig’s growth outlook, while Estée Lauder continues to grapple with debt, restructuring efforts and sluggish sales momentum.

Charlotte Tilbury remains the centerpiece of Puig’s makeup business and one of its most strategically important prestige assets. Puig acquired control of the brand in 2020 in a competitive process that also drew interest from L'Oréal and Unilever.

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