US-based Estée Lauder Companies and Spanish fragrance and beauty group Puig have ended discussions over a potential business combination, with neither party offering a formal explanation for the breakdown.

The companies had publicly confirmed they were in merger talks on 23 March 2026, though both noted at the time that no agreement had been reached and that there could be no assurances a deal would materialise.

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Those discussions have now been formally terminated.

Citing unnamed sources, Bloomberg reported that a key obstacle was a change-of-control clause held by makeup artist Charlotte Tilbury.

Tilbury sold her eponymous brand to Puig in 2020, and her compensation demands in relation to any ownership change are said to have complicated negotiations.

One source told the publication that the Tilbury clause was not the sole reason the talks collapsed.

Before the breakdown, the two family-controlled businesses had reportedly reached late-stage discussions over a largely share-based transaction that could have been announced within weeks.

Estée Lauder president and CEO Stéphane de La Faverie said: “We are grateful for the conversations we have had with Puig. Today, we are reiterating our confidence in the power of our incredible brands, our talented teams, and our strength as a standalone company.

“We remain relentlessly focused on driving sustainable sales growth, expanding profitability, and delivering a solid double-digit adjusted operating margin over time, all while creating long-term value for stockholders.”

In a separate development earlier this month, Estée Lauder published its third-quarter results for the period ended 31 March 2026.

Net sales climbed 5% to $3.71bn, with organic net sales up 2% to $3.61bn.

The company revised its full-year guidance and reported improved adjusted profitability over the quarter.

Estée Lauder noted it is keeping a close watch on geopolitical risks, tariffs, inflation and consumer demand as it presses ahead with its Beauty Reimagined strategy and broader operational overhaul.