L'ORÉAL signs definitive agreement to acquire Carson

PARIS (February 28, 2000) - L'ORÉAL today announced the signing of a definitive agreement to acquire Carson, Inc. Carson, listed on the New York Stock Exchange, is the global leader in beauty products for the Black consumer with worldwide sales of $176 million for the last four quarters to September 1999.

Cosmair, Inc., L'ORÉAL's wholly owned U.S. subsidiary, has entered into binding agreements with DNL Partners and other stockholders to tender their Carson shares representing a majority of the company's outstanding shares and more than 80 percent of the company's voting rights.

Cosmair will launch a cash tender offer at $5.20 net per share commencing within approximately a week. The completion of the tender offer is subject to a number of conditions including the expiration of the waiting period under the U.S. Hart-Scott-Rodino Act.

Upon the successful completion of the U.S. tender offer, Elebelle (PTY) Ltd., L'ORÉAL's wholly owned South African subsidiary, will make an offer equivalent to Rands 2.50 per share for the minority interest in Carson's South African subsidiary, the JSE listed Carson Holdings Limited. The completion of the offer is subject to the approval of the South African Competition Commission.

Carson, Inc. of Savannah, Georgia, is the leading global manufacturer and marketer of hair and skin care products that are specifically formulated to address the unique characteristics of people of color. Carson sells its products in the U.S. and in more than 60 countries around the world under the leading brand names of Dark and Lovely, Gentle Treatment, Magic Shave and Ultra Sheen. Approximately 25 percent of its sales are generated in Africa. Carson Holdings Limited, based in Johannesburg, is the largest ethnic hair and personal care company in Africa. Carson employs 1,100 people worldwide.

For Lindsay OWEN-JONES, Chairman and CEO of L'ORÉAL : "Carson gives L'ORÉAL an exceptional opportunity to build further on the significant progress achieved in the ethnic beauty market, following the acquisition of Soft Sheen in 1998. This acquisition is a further strategic step to enhance the group's position in ethnic categories both in the United States and on a global basis and notably in the African region where it will offer new and exciting growth opportunities."