Druni, Arenal and MC merge to create leading beauty and wellness retail group in Spain

Cuatrecasas has advised Druni—a perfumery, cosmetics and health & beauty retailer—on the agreement signed with Arenal and MC Sonae to create a leading beauty and wellness retailer in Spain, with a turnover of approximately €800 million. The closing of this transaction is expected during the second half of 2023, pending regulatory approval.

Druni, founded in 1987 by its current shareholders, the Casp family, has a network of around 400 stores in Spain, mainly in the regions of Valencia, Catalonia and Madrid, and a rapidly expanding online channel with a turnover of around €575 million in 2022.

Arenal is also a perfumery, cosmetics and health & beauty retailer with a network of almost 70 stores located mainly in northern Spain. Since January 2019, it is 40%-owned by its founding shareholders and 60% by MC Sonae, which will contribute its stake to the deal along with a significant additional investment.

Following the transaction, Druni will head the new group and will be 50%-owned by a holding company controlled by MC Sonae, where Arenal’s founding shareholders will have a minority stake. The Group’s corporate headquarters will remain in Carlet (Valencia).

Ultimately, the transaction enhances the assets and increases the joint competencies of Druni, Arenal and MC Sonae, due primarily to the combination of the businesses of the first two, which will accelerate the growth plan of the three companies in both physical and digital channels. The agreement establishes that Bernardo Casp will assume the position of CEO of the group resulting from the transaction and will lead this new phase together with his brother José Casp, who will be joined by Rafael Marzán as part of a management team with extensive experience in the industry.

Juan Grima, Cuatrecasas Corporate and M&A partner and secretary of Druni’s board of directors, who led the legal advisory services in the process, remarked: "After a complex negotiation process, the Druni and Arenal business integration agreements have now been signed. Once regulatory approval is received from the competition authorities, it will become the leading company of the perfumery and cosmetics retail industry in Spain. Druni is a family business headquartered in Carlet (Valencia) that has relied on us for over 20 years. We hope to continue to accompany them for many years and see how, from their headquarters in Carlet, all the objectives of this exciting new project are accomplished. Many thanks to the Casp family for their trust, and congratulations to all those who have made this transaction possible.”

Cuatrecasas advised on the transaction through a comprehensive, multidisciplinary team made up of the following experts: Juan Grima, Cristo Gordillo, Megan Hackney, Lucía Trigo and Rocío Rambla (Corporate and M&A); Francisco Ferrandis, María Catalán and Juan Buendía (Tax); Isabel Merenciano and Marina López (Labor and Employment); Sergio Fernández, Marcos González and Celia Giner (Public Law); and Andrew Ward, María López and Alexandre Picón (Competition and EU Law).