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NEW YORK — L'Oreal S.A. today announced the signing of a definitive agreement to acquire Carson, Inc. of Savannah, Georgia.

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'Oreal'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'Oreal's wholly owned South African subsidiary, will make an offer equivalent to Rand 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.

Lindsay Owen-Jones, chairman and CEO of L'Oreal S.A. said, "Carson gives L'Oreal 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."

"Our work in ethnic haircare with Soft Sheen has been a very positive experience and encouraged us to continue our investment in this market," said Guy Peyrelongue, president and CEO of Cosmair. "Cosmair believes in the ethnic haircare market and is committed to the African-American customer. Carson will be a fine complement to our company and its existing portfolio."

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 & 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, of which approximately 50 percent are in the U.S.

L'Oreal S.A., based in Paris, is the world's largest beauty company, with 1999 consolidated sales of Euro 10.7 billion. Operating in more than 150 countries and employing more than 42,000 people, L'Oreal Group companies manufacture and market such well known brands as L'Oreal, Lancome, Maybelline, Laboratories Garnier, Redken 5th Ave NYC, Ralph Lauren Fragrances, Giorgio Armani Parfums, Biotherm and Helena Rubinstein. In 1998, Cosmair acquired Soft Sheen Products, Inc., expanding L'Oreal's worldwide effort to address the special hair needs of ethnic consumers.

Cosmair, Inc., is headquartered in New York City and through its subsidiaries, employs a total of 7,000 people in research, administration, manufacturing and distribution facilities in New Jersey, Kentucky, Arkansas, Illinois and Colorado, as well as in Jamaica and Puerto Rico.

CONTACT: Cosmair, Inc., New York Ellen Beth Van Buskirk, (212) 984-4528 02:27 EST FEBRUARY 28, 2000

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