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Get filing alertsOlaplex to be acquired by Henkel for $2.06/share in all-cash deal; majority owner approved
Filed March 26, 2026 · Period ending March 26, 2026 · ~1 min read
Key Changes
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Henkel US Operations will acquire Olaplex for $2.06 per share in cash. The board unanimously approved the transaction and recommends stockholder adoption.
Item 1.01: Merger Agreement verify on EDGAR → -
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Advent International funds holding ~75% of shares already provided written consent approving the merger on March 26, securing required stockholder approval without a vote by other shareholders.
Item 1.01: Stockholder Approval verify on EDGAR → -
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Olaplex must pay Henkel a $40.44 million termination fee if the board changes its recommendation, the majority consent isn't delivered on time, or the company pursues an alternative transaction.
Item 1.01: Termination Fee verify on EDGAR → -
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Certain parties waived rights to payments under Olaplex's tax receivable agreement, including amounts triggered by the merger. The agreement terminates when the deal closes.
Item 1.01: TRA Waiver verify on EDGAR → -
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Transaction requires regulatory approvals and satisfaction of customary closing conditions. Olaplex will file a Schedule 14C information statement to be mailed to stockholders.
Item 8.01: Transaction Risks view on EDGAR →
Summary
Olaplex Holdings announced it will be acquired by Henkel, the German consumer goods giant, in an all-cash transaction valuing shares at $2.06 each. The deal was approved unanimously by Olaplex's board and has already secured the required stockholder approval through written consent from Advent International-affiliated funds that control approximately 75% of outstanding shares.
This means minority shareholders will not vote on the transaction—the deal is effectively done pending regulatory clearance. For retail investors, the $2.06 price represents the exit value for their shares. The stock should trade close to this level until closing, with any discount reflecting deal risk or timing uncertainty.
The company has agreed to pay Henkel a $40.44 million breakup fee under certain circumstances, which discourages competing bids. Henkel is a well-established acquirer with deep pockets, reducing financing risk. Watch for the Schedule 14C filing, which will provide full deal terms, fairness opinions, and the board's rationale. Also monitor for any regulatory challenges, though consumer products deals typically face limited antitrust scrutiny. The key question: did Advent, as controlling shareholder, negotiate the best possible price, or leave money on the table for minority holders?
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 26, 2026, Olaplex Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Henkel US Operations Corporation, a Delaware corporation (“Parent”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, Merger Sub will merge (the “Merger”) with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent.
Olaplex has agreed to be acquired by Henkel US Operations Corporation through a merger transaction. Under the agreement, a Henkel subsidiary will merge with Olaplex, and Olaplex will become a wholly owned subsidiary of Henkel. The board unanimously approved the transaction and recommended stockholder adoption.
Added in current filing · verify on EDGAR →
each (i) share (a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the date and time at which the Merger becomes effective (the “Effective Time”) (other than those shares of Company Common Stock described in clauses (ii) and (iii) below) will be converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”), payable net to the holder in cash, without interest
Olaplex stockholders will receive $2.06 per share in cash for each share they own when the merger closes. This is an all-cash transaction with no stock consideration. Treasury shares and dissenting shares are treated differently and will not receive the merger consideration.
Added in current filing · verify on EDGAR →
The Company is required to use commercially reasonable efforts to obtain as promptly as practicable from certain investment funds affiliated with Advent International Corporation (the “Principal Stockholders”), which hold approximately 75% of the issued and outstanding Shares, a written consent adopting the Merger Agreement (the “Principal Stockholders Written Consent”), thereby providing the required stockholder approval for the Merger. The Principal Stockholders Written Consent was delivered on March 26, 2026.
Investment funds affiliated with Advent International, which own approximately 75% of Olaplex shares, have already provided written consent approving the merger on the same day the agreement was signed. This means the required stockholder approval has been secured, and the transaction does not require a vote by other stockholders.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 26, 2026, the Company issued a press release in connection with the transaction.
Olaplex announced a merger transaction on March 26, 2026 via press release. The 8-K references a Merger Agreement with a party called 'Parent' and indicates the company may owe termination fees or damages under certain circumstances. The transaction requires regulatory approvals and stockholder information via Schedule 14C.
Added in current filing · verify on EDGAR →
Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing or completion of the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay Parent a termination fee or damages pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner
The filing discloses material risks to completing the merger, including potential deal termination with associated fees payable to the acquirer ('Parent'), regulatory approval uncertainties, and various closing conditions. Management attention may be diverted from ongoing operations during the pendency period, and certain business restrictions apply until closing.
Added in current filing · verify on EDGAR →
The Company will prepare and file an information statement on Schedule 14C for its stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed to the Company’s stockholders.
Olaplex will file a Schedule 14C information statement with the SEC regarding the transaction approval. This document will be mailed to stockholders and will contain important details about the merger. The use of Schedule 14C (rather than a proxy statement requiring a vote) suggests stockholder approval may have already been secured through written consent or majority control.
Event · Item 9.01 — Financial Statements and Exhibits
Olaplex announced a merger agreement with Henkel US Operations Corporation dated March 26, 2026.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger, dated as of March 26, 2026, by and among Olaplex Holdings, Inc., Henkel US Operations Corporation, and Margot Acquisition Merger Sub, Inc.
Olaplex has entered into a definitive merger agreement with Henkel US Operations Corporation and a merger subsidiary. This is a change-of-control transaction where Olaplex will be acquired. The specific financial terms and transaction structure are not disclosed in this 8-K filing, as the full merger agreement schedules have been omitted.
Added in current filing · verify on EDGAR →
Limited Waiver and Amendment, dated as of as of March 26, 2026, by and among Olaplex Holdings, Inc., the TRA Parties (as defined therein) and Penelope Group Holdings GP, LLC.
Olaplex has executed a limited waiver and amendment to its Tax Receivable Agreement with certain parties. This modification is likely related to the merger transaction and may affect tax-related payment obligations between the company and prior equity holders.
Added in current filing · verify on EDGAR →
Press Release dated March 26, 2026.
The company issued a press release on March 26, 2026, presumably announcing the merger transaction to the public. The press release would typically contain additional details about deal terms, rationale, and expected closing timeline.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify