MAESA : MAESA'S MANAGERS JOIN FORCES WITH EDMOND DE ROTHSCHILD INVESTMENT PARTNERS

Press release

MAESA'S MANAGERS JOIN FORCES WITH EDMOND DE ROTHSCHILD INVESTMENT PARTNERS

MAESA's managers transfer 77% of its capital, at a price of €13 per share, to a controlling holding company, in which the funds managed by Edmond de Rothschild Investment Partners will become minority shareholdersProposal for a simplified public tender offer on Maesa's shares at a price of €13 per shareLevallois-Perret, October 12th, 2011

On October 11th, 2011, an investment agreement was signed between Maesa's managers and the funds managed by Edmond de Rothschild Investment Partners. Under this agreement, the managers are transferring all of their Maesa shares, at a price of €13 per share, to F&B Group (Fashion & Beauty Group), a company whose mission will be to ensure and support the Maesa Group's lasting development. Following the investment operations, Maesa's managers have majority ownership of F&B Group, with the funds managed by Edmond de Rothschild Investment Partners as minority shareholders. Further to these operations, F&B Group holds around 77% of Maesa's capital.
The transaction values Maesa at €40.0 million, representing €13 per share.
In accordance with the regulations in force, F&B Group will be filing a simplified public tender offer with the French securities regulator (Autorité des Marchés Financiers, AMF) as soon as possible concerning all of Maesa's outstanding shares, based on a price of €13 per share, representing a premium of 44% over the last listed price and almost 31% in relation to the average for the last three months. This operation will make it possible to offer Maesa's shareholders immediate liquidity for all of their interests.
F&B Group is expected to carry out a squeeze-out procedure as soon as the balance of Maesa shares not held by F&B Group represents less than 5% of Maesa's capital or voting rights.
The firm Bellot Mullenbach et Associés has been appointed as an independent expert to issue a fairness opinion on the offer's financial conditions and the possible squeeze-out procedure.

Rationale behind the project:

For Julien Saada, Maesa's Chairman: "The stock market has been an outstanding springboard for Maesa in terms of its reputation: our status as a listed company has enabled us to accelerate our acquisition of key accounts across Europe and the US, and we are recognized today as one of the global beauty-on- demand market leaders. However, our organic and external growth have been financed primarily through bank borrowings and private placements, despite being publicly traded. As such, the stock market has not helped us to finance our business, and the disrupted economic and stock market context means that this will no doubt not be possible over the coming years. It therefore represents a logical step for Maesa to develop now away from the financial markets. The financial backing from Edmond de Rothschild Investment Partners is giving Maesa the means to safeguard and support its development".
With this operation, the primary goal for Maesa's managers, Julien Saada and Gregory Mager, their fellow partners in the company and their new business partner, Edmond de Rothschild Investment Partners, is to ensure that the Group can continue to move forward with its strategy in an uncertain economic and stock market environment.
Following several years of international expansion, combining external and organic growth, the Group is focusing today on exclusively organic growth thanks to strong partnerships with its strategic clients.

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For André Renaison, Investment Director at Edmond de Rothschild Investment Partners: "As a renowned and longstanding partner for European SMEs, we are delighted to have made a long-term commitment alongside the managers who have created and developed the Maesa Group with a view to establishing a stable shareholding structure in order to continue with its growth".
CM-CIC Securities will act as the presenting bank on behalf of F&B Group for the simplified public tender offer, with a proposal to be submitted to the AMF shortly.
Trading in Maesa shares on the NYSE Euronext Paris Alternext market is being suspended as of today.

About the Maesa Group

The Maesa Group is the fastest growing and most comprehensive resource for “Beauty on Demand” products and services. With branches in Paris, New York, Los Angeles, Dongguan, Maesa maintains a global footprint with three divisions:

Designs and manufactures turnkey beauty products for leading retailers and brands.

Designs and manufactures turnkey home fragrance products for leading retailers and brands.

Designs, engineers and manufactures creative packaging components and promotional products for the beauty industry.

All three divisions provide innovative Creative Beauty Solutions to retailers and beauty brands. The group is supplied by Maesa owned worldwide manufacturing resources as well as world renowned branding and design group, Maesa Studio.

Maesa is listed since February 2006 on NYSE Euronext - Alternext Paris (FR0010288894 – ALMAE)

About Edmond de Rothschild Investment Partners

Edmond de Rothschild Investment Partners manages more than 960 million euros (1.3 billion U.S dollars) in development capital and venture capital. The company comprises 20 investment professionals all of whom have wide experience in Private Equity and industry.

In Small Caps capital development, Edmond de Rothschild Investment Partners runs several FCPI/FIP funds for a global amount of

150 million euros, and is launching a FCPR of over 100 million euros called Cabestan Capital.

The funds invest in all French industry sectors in growth SMEs that are profitable and looking to grow or reorganise their shareholding structure.

Edmond de Rothschild Investment Partners (website: www.edrip.fr) is an affiliate of La Compagnie Financière Edmond de

Rothschild.

Contacts
Maesa :
Calyptus Maesa	Mathieu Calleux Sophie Thiolas	[phone] + 33 1 41 05 55 55	[e-mail] [e-mail]

Edmond de Rothschild Investment Partners

Cap. Dev. Small Cap André Renaison + 33 1 40 17 25 74 [e-mail]

La Compagnie Financière Edmond de Rothschild Banque :

Laetitia Guillot-Tantay [phone] [e-mail]

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