Galderma to buy ZO Skin Health for $1.5 bln

Galderma has signed an agreement to acquire 100% of ZO Skin Health for an enterprise value of USD 1.5 billion in an all-cash transaction, subject to customary adjustments. The U.S.-based skincare company will be purchased entirely, giving Galderma full ownership once the deal closes. The transaction is structured as an all-cash consideration rather than using equity or other instruments.

The purchase price reflects Galderma’s plan to expand its presence in professional-grade skincare by adding ZO Skin Health’s portfolio. The agreement covers the entire share capital of ZO Skin Health, positioning the brand within Galderma’s broader dermatology-focused platform.

Galderma plans to fund the acquisition through a combination of its existing cash reserves and bank financing. This blended funding approach allows the company to deploy balance sheet cash while tapping external financing sources for the remainder of the transaction value.

Closing of the acquisition is expected in the fourth quarter of 2026 or in early 2027. Completion is subject to regulatory approvals and other customary closing conditions, which must be satisfied before the transfer of ownership occurs.

ZO Skin Health recorded net sales of approximately USD 330 million in the twelve months to June 2026. The company focuses on physician-dispensed, protocol-based skincare products, contributing a sizeable revenue base to Galderma’s portfolio once integrated.

The scale of ZO Skin Health’s sales provides an indication of the business Galderma is adding through this acquisition. The transaction is intended to complement Galderma’s existing dermatological brands with a significant professional skincare franchise.

Galderma expects the acquisition to be Core earnings-per-share neutral in the first full year following closing. This guidance suggests that, initially, the transaction is not expected to materially change Core EPS at the group level.

For profitability, Galderma anticipates a slight dilution to the Group’s Core EBITDA margin in 2027. From 2028 onward, the company forecasts that the acquired business will achieve a Core EBITDA margin broadly comparable with the Group’s average, indicating an expected alignment with existing profitability levels over time.

Sellers in the transaction include funds managed by Blackstone Tactical Opportunities and members of the Obagi family. These parties are divesting their stakes in ZO Skin Health as part of the all-cash sale to Galderma.

Advisers involved in the transaction include Lazard (LAZ) as lead financial adviser and J.P. Morgan for Galderma, with Ropes & Gray LLP acting as Galderma’s legal counsel. On the ZO Skin Health and Blackstone (BX) side, Raymond James (RJF) is lead financial adviser alongside Citi, with Weil, Gotshal & Manges LLP and Paul Weiss providing legal counsel.