SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

______________

BARE ESCENTUALS, INC.

(Name of Subject Company)

______________

BLUSH ACQUISITION CORPORATION

SHISEIDO COMPANY, LIMITED

(Names of Filing Persons (Purchasers)

Common Stock, Par Value $.001 Per Share

(Title of Class of Securities)

067511105

(CUSIP Number of Class of Securities)

______________

Takeshi Nakatsu

General Manager, Business Development Department

Shiseido Company, Limited

1-6-2, Higashi-shimbashi, Minato-ku, Tokyo 105-8310, Japan

Tel: +81-3-6218-6657

Fax: +81-3-6218-6662

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of filing persons)

______________

Copy to:

Peter Lyons Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 +1-212-848-4000 Kenneth Lebrun Shearman & Sterling LLP 2-2-2 Uchisaiwaicho, 5F Chiyoda –ku, Tokyo, 100-0011 +81-3-5251-1601

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not Applicable	Not Applicable

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before commencement of a tender offer.

£ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
Form or Registration No.:	Not Applicable	Date Filed:	Not Applicable

R Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

R third-party tender offer subject to Rule 14d-1.

£ issuer tender offer subject to Rule 13e-4.

£ going-private transaction subject to Rule 13e-3.

£ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  £

INDEX TO EXHIBITS

Exhibit Number	Descriptions
99.1	Joint Press Release issued by Shiseido Co., Ltd. (“Shiseido”) and Bare Escentuals, Inc. (“Bare Escentuals”) on January 14, 2010.
99.2	English translation of the press release filed by Shiseido with the Tokyo Stock Exchange on January 15, 2010.
99.3	Materials for Shiseido’s Investor Presentation on January 15, 2010.
99.4	Shiseido’s message to Bare Escentuals Employees dated January 15, 2010.
99.5	Shiseido’s announcement of a press conference dated January 15, 2010.
99.6	English translation of the Japanese language e-mail invitation to investors of Shiseido for a briefing session dated January 15, 2010.
99.7	Shiseido’s announcement of the investors conference call in English dated January 15, 2010.

EX-99.1

NEWS RELEASE

Shiseido Announces Tender Offer to Acquire Bare Escentuals

$1.7 billion transaction combines Shiseido’s global reach and world-class product
development capabilities with Bare Escentuals’ leading mineral-based cosmetic portfolio
and multi-channel marketing expertise

Immediately accelerates Bare Escentuals’ growth outside of North America,

including in high-growth markets throughout Asia

Japan, January 15, 2010 / U.S.A., January 14, 2010 – Shiseido Co., Ltd. (Tokyo Stock Exchange, First Section: 4911) (“Shiseido”), the Japan-based leading global cosmetics company, and Bare Escentuals, Inc. (NASDAQ: BARE) (“Bare Escentuals”), one of the leading prestige cosmetics companies in the United States and an innovator in mineral-based cosmetics, today announced that they have entered into a definitive agreement pursuant to which Shiseido will acquire Bare Escentuals for approximately US$1.7 billion through an all-cash tender offer and second-step merger. The transaction was approved by the Boards of Directors of both companies by unanimous vote of those directors present and voting.

Shiseido, through a U.S. subsidiary, will make an offer to purchase all outstanding shares of Bare Escentuals common stock for US$18.20 per share. The tender offer price represents a 40.8% premium to Bare Escentuals’ average closing stock price over the last three-month period ended January 13, 2010, and a 39.9% premium over the closing price of Bare Escentuals’ common stock on January 13, 2010. The tender offer is scheduled to commence within 10 business days and is expected to close during the first quarter of 2010. The tender offer is conditioned on the tender of a majority of the outstanding shares of Bare Escentuals common stock on a fully-diluted basis, the continued employment of Leslie Blodgett, the Chief Executive Officer of Bare Escentuals, and various other conditions, including customary regulatory approvals. The transaction is not conditional on financing. Following completion of the tender offer and contribution of shares by Leslie Blodgett as described below, Shiseido intends to acquire the remaining outstanding shares of Bare Escentuals common stock for US$18.20 per share through a second-step merger.

Bare Escentuals’ Board of Directors will recommend that Bare Escentuals’ stockholders tender their shares to Shiseido pursuant to the offer. Expressing her commitment to the combination, Leslie Blodgett has agreed to exchange 40% of her existing common stock ownership in Bare Escentuals1 for a continuing interest in Bare Escentuals following completion of the tender offer.  In connection with and as a condition to the offer, Berkshire Partners LLC and certain of its affiliated entities, which collectively hold approximately 16% of Bare Escentuals’ outstanding common stock, have agreed to tender their shares into the offer.    In addition, in connection with and as a condition to the tender offer, Leslie Blodgett has entered into an amended license agreement with Bare Escentuals, and Leslie Blodgett and the Chief Financial Officer and Chief Operating Officer of Bare Escentuals, Myles McCormick, have each entered into new employment agreements with Bare Escentuals, all of which will take effect upon the closing of the tender offer.

1 Leslie Blodgett currently owns approximately 6% of Bare Escentuals’ outstanding common stock.

Page 1

Bare Escentuals’ business will operate as a separate division of Shiseido and its unique brands will continue to be managed by the current leadership team who are expected to drive future development of the business with the support of Shiseido’s significant resources, particularly given Shiseido’s extensive R&D network around the world. The transaction will strengthen both companies and provide a platform for further growth, ultimately bringing significant benefits to consumers, employees and shareholders by:

· Expanding Shiseido’s brand portfolio into the mineral-based cosmetics market, attracting a wider customer base;

· Creating a complementary multi-channel and truly global distribution network, giving Bare Escentuals greater access to Japan, one of the world’s largest cosmetics markets, as well as other fast-growing Asian markets such as China;

· Strengthening Shiseido’s successful U.S. and European business;

· Maximizing both companies’ production capabilities and R&D resources;

· Delivering a significant premium to Bare Escentuals shareholders; and

· Offering compelling growth prospects and future value creation for Shiseido shareholders.

Shinzo Maeda, President & CEO of Shiseido commented, “This acquisition further enables Shiseido to move towards our goal of becoming a global player representing Asia with its origins in Japan. We have known and admired Bare Escentuals’ excellent team and their achievements for a long time, and look forward to their contribution to our combined group. The operational fit and future growth prospects make this an excellent transaction for our customers, employees and shareholders.”

Leslie Blodgett, Chief Executive Officer of Bare Escentuals, added, “This is an exciting day for all of us at Bare Escentuals and I couldn’t be more pleased to be joining forces with the team at Shiseido. First and foremost, I would like to thank our talented employees, our channel partners, and our loyal customers who have helped build Bare Escentuals from a small niche brand into one of the world’s leading prestige cosmetics companies. Together with Shiseido, we look forward to bringing our mineral-based beauty products to even more women worldwide.”

Bare Escentuals is one of the leading prestige cosmetics companies in the United States and an innovator in mineral-based cosmetics. The company develops, markets and sells cosmetics, skin care, and body care products under well-known brand names that include the popular bareMinerals brand. With over 85% of its revenue generated in the U.S. through retail and direct sales, as a result of this transaction, the company’s international expansion is expected to gain further momentum and will specifically benefit from the growth potential in the highly attractive Chinese and broader Asian markets where Shiseido has a strong foothold.

Shiseido is Japan’s largest cosmetics company, with operations in over 70 countries worldwide, and is one of the oldest cosmetics companies in the world. This transaction is consistent with the company’s roadmap revealed in 2008 for the coming decade which will see Shiseido move from a leading position in Asia to a global player representing Asia with its origins in Japan. Shiseido is already among the top three cosmetics brands in China and other Asian markets and has been steadily increasing its global diversification. Shiseido has gained prominence in the U.S. retail market since the 1960s and operates several R&D facilities in the U.S. Bare Escentuals’ market-leading position and will not only complement and strengthen Shiseido’s existing U.S. business, but will also form one of the strategic pillars of Shiseido’s global business platform, taking advantage of the growing global demand for natural cosmetics.

Page 2

BofA Merrill Lynch is acting as exclusive financial adviser, while Shearman & Sterling LLP and Mori Hamada & Matsumoto are acting as joint legal advisers to Shiseido with regard to the transaction. Goldman, Sachs & Co. is acting as exclusive financial adviser to Bare Escentuals and Ropes & Gray LLP is acting as Bare Escentuals’ legal advisor with regard to the transaction.

-Ends-

MEDIA CONTACTS
Bare Escentuals, Inc.:
Investor Relations:	Eric C. Wong	+1 415-489-5101
Public Relations:	Alison Reid	+1 415-489-5124
Sard Verbinnen & Co:	Matt Benson	+1 415-618-8750
Shiseido Co., Ltd. U.S.:
Kreab Gavin Anderson:	Richard Mahony	+1 212-515-1960
	John Dudzinsky	+1 212-515-1923
Shiseido Co., Ltd. Japan:
Kreab Gavin Anderson:	Hayden/Hattori	+81 3 5404-0640

NOTES TO EDITORS

About Shiseido Co. Ltd.

As the largest cosmetics company in Japan, Shiseido develops, produces and sells skin care, make-up, fragrance and hair care products for men and women. Present in over 70 countries its 20-plus brands include namesake Shiseido, Elixir Superieur, Maquillage, and Integrate brands, which are sold through department stores, drug stores and other retail outlets. The company posted annual sales of JPY 690.3bn (US$7.5bn) in fiscal year 2009, nearly 40% of which were generated by its overseas businesses. Shiseido is among the top three cosmetic brands in China and many other Asian markets. Globally Shiseido employs a total of approximately 29,000 people. For further information please visit: www.shiseido.com/index.htm

About Bare Escentuals, Inc.

Bare Escentuals, Inc. is one of the leading prestige cosmetic companies in the United States and an innovator in mineral-based cosmetics. The Company utilizes a distinctive marketing strategy and multi-channel distribution model to develop, market and sell cosmetics, skin care, and body care products under its bareMinerals, RareMinerals, Buxom and md formulations brands worldwide. For further information please visit: www.bareescentuals.com/

NOTE TO INVESTORS

The tender offer to purchase shares of Bare Escentuals common stock referenced in this press release has not yet commenced, and this press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. The tender offer to purchase shares of Bare Escentuals common stock will be made only pursuant to a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (the "Tender Offer Statement"), which Blush Acquisition Corporation, a wholly-owned subsidiary of Shiseido, will file with the SEC and mail to Bare Escentuals stockholders. At the time the tender offer is commenced, Bare Escentuals will file a Solicitation / Recommendation Statement with respect to the tender offer (the “Recommendation Statement”). Security holders of Bare Escentuals are advised to read the Tender Offer Statement and Recommendation Statement when they become available, because they will contain important information about the tender offer. Investors and security holders of Bare Escentuals also are advised that they may obtain free copies of the Tender Offer Statement and other documents filed by Blush Acquisition Corporation with the SEC (when these documents become available) and the Recommendation Statement and other documents filed by Bare Escentuals (when these documents become available) on the SEC's website at http://www.sec.gov.  In addition, free copies of the Tender Offer Statement and related materials may be downloaded (when these documents become available) from the Shiseido website at: http://www.shiseido.co.jp/e/ir/ir_news/index.htm; and free copies of the Recommendation Statement and related materials may be obtained (when these documents become available) from Bare Escentuals by written request to:  Bare Escentuals, Inc. Attn: Investor Relations, 71 Stevenson Street, 22nd Floor, San Francisco, CA 94105.

Page 3

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements relating to Bare Escentuals within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Bare Escentuals’ current understandings, estimates and projections and should not be considered a guarantee of future performance. These statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside management’s control, that could cause our actual results and the timing of events to differ materially from those anticipated in or implied by these forward-looking statements. Factors that could affect future performance or the timing of events are detailed in Bare Escentuals’ most recently filed Annual Report on Form 10-K, and any subsequently filed Quarterly Reports on Form 10-Q, which are available at the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this press release, and Bare Escentuals undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Page 4

EX-99.2

(English Translation of the Japanese News Release)

January 15, 2010

Dear Sirs,

Name of the Company:	Shiseido Company, Limited
Name of the Representative:	Shinzo Maeda
	President & CEO
	(Representative Director)
(Code No. 4911; The First Section of the Tokyo Stock Exchange)
Further inquiries:	Yukihiro Saito
	General Manager of Investor Relations Department
	(Tel: 03 – 3572 -5111)

Shiseido Offers to Acquire Bare Escentuals, Inc.

Shiseido Co., Ltd. (hereinafter “Shiseido”) today announced that it has entered into a definitive agreement with Bare Escentuals, Inc. (headquarters: California, USA; hereinafter “Bare Escentuals”), a mineral-based cosmetics company in the United States listed on the NASDAQ stock exchange, pursuant to which Shiseido will offer to acquire Bare Escentuals through an all cash tender offer by a subsidiary of Shiseido (“Tender Offer”) and a subsequent second-step merger with cash paid as consideration (collectively “Transaction”).

Based on the aforementioned agreement, Shiseido will offer to acquire all of Bare Escentuals’s issued common shares for a total amount of $1.7 billion ($18.2 per share) through the Tender Offer.  Shares not tendered in the Tender Offer will be acquired for the same per share consideration pursuant to the merger.

After the transaction is completed, Bare Escentuals will continue operations in California, USA as a consolidated subsidiary of Shiseido. This transaction has been  approved by the Boards of Directors of both Shiseido and Bare Escentuals. The closing of the Tender Offer however is subject to customary regulatory approvals and certain closing conditions.

1. Objectives of the Bare Escentuals Acquisition

(1) Background to the Transaction

In order to become a “Global Player Representing Asia with its origins in Japan”, Shiseido has focused its management strategy around enhancing its growth potentials in markets around the world, with a goal to exceed 1 trillion yen in sales and to derive more than 50% in its sales from overseas, as well as to achieve an operating profit margin and a ROE of at least 12% and 15%, respectively, by 2017.  Under our Three-Year Plan implemented in fiscal 2008 in which Shiseido aims to improve the quality of our activities across the board, Shiseido has been working towards achieving an optimal allocation of management resources in its global operations, striving to accelerate our company’s globalization and improving our focus.  In addition to the innovation of global brands, we have further promoted our growth in the global market by actively investing in growing markets such as China and entry into new markets.

(2) Bare Escentuals Overview

Bare Escentuals is one of the leading prestige cosmetics companies in the United States and an innovator in mineral-based cosmetics, with a 67% share (Shiseido survey) of mineral foundation products sold in the United States.  With “bareMinerals” as its core brand in the mineral foundation category, Bare Escentuals has built a new business model that actively utilizes direct marketing channels such as television shopping and at the same time aims to secure customers through promoting its products in department stores and company-owned boutiques.  Bare Escentuals has grown into a company with over 50 billion yen in annual sales.  In Japan, since the establishment of Bare Escentuals K. K., its consolidated subsidiary in 2007, Bare Escentuals has focused on sales channels such as television shopping and has been gaining in popularity.

(3) Significance of this Acquisition

1) Attaining a new brand value

This transaction allows us to acquire a brand that meets the diversified needs of customers. While Bare Escentuals has earned strong customer support as a pioneer in mineral-based cosmetics in the United States and gained significant share of the mineral foundation market, Shiseido has mega lines and relationship-building brands/lines as its two domestic pillars and has been strengthening its brand strategy overseas with the global “SHISEIDO” brand as well as other core brands including the designer perfume brands distributed through Beauté Prestige International (BPI), its French subsidiary.  Through the formation of a partnership between Bare Escentuals and Shiseido, Shiseido aims to build a competitive brand portfolio that is more responsive to a wide range of customer needs.

2) A strong complementary relationship for distribution, sales, and research and development

We expect to use this transaction to build a strong complementary relationship in distribution and sales. While Bare Escentuals has built a new business model that actively utilizes direct marketing channels such as television shopping and at the same time aims to secure customers through department stores and company-owned boutiques, Shiseido has built the largest prestige cosmetics sales network in Japan, including specialty stores and department stores, and is also expanding sales channels in the Chinese market. Through the integration of the two companies, we will be able to expand our interface with a wide range of customers and also improve the productivity of our distribution and sales infrastructure.  Further, by utilizing Shiseido’s research and development capabilities with a focus on skin care and conducting collaborative product development between the two companies, it will become possible to further enhance Bare Escentuals products.

2

3) Strengthening our operations bases in the North American regions

We expect to use this transaction to strengthen our operations bases in North America, where Bare Escentuals has a strong market presence. The transaction will make it possible for us to expand our North American sales comparable to those in the European region. Through the Acquisition, we will also be able to add a North America-based global brand to our existing brand portfolio, which includes “SHISEIDO” based in Asia and the designer perfume brands distributed through Beauté Prestige International (BPI) in Europe.  As a result, having exposure to Asia including China as a growth engine, we aim to become a true global player representing Asia by leveraging our multi global brands and increasing a presence in Europe and the United States

2. Outline of the Acquisition

(1)  Offeror of the Tender Offer

Blush Acquisition Corporation

Shiseido has established a subsidiary Blush Acquisition Corporation (“BAC”) in the United States as an acquisition vehicle.  After completion of the Tender Offer, BAC will be merged into Bare Escentuals, which will subsequently become a consolidated subsidiary of Shiseido.

(2) Target of the Tender Offer

Bare Escentuals, Inc.

(3) Type of Shares to be Acquired in the Tender Offer

Common shares

(4) Tender Offer Price

$18.2 per share

We determined this offer price after carefully performing analyses and considering assets, operations and forecasts of Bare Escentuals, and conducting public companies analysis, comparable transactions analysis and discounted cash flow analysis, etc.

(5) Funds required for the Tender Offer

Approximately $ 1.7 billion (estimated amount)

The amount stated is the total consideration required to purchase all outstanding shares and to cash out certain stock options and other securities. The acquisition will be financed by internal funds and bank loans. We plan to explore a wide range of options to raise appropriate permanent financing which will be mainly through debt, taking into account our business conditions, financial position and the market trends. The closing of the Tender Offer will not be contingent on the completion of financing.

(6) Tender Offer Period

The Tender Offer is scheduled to commence within 10 business days following the date of the definitive agreement with Bare Escentuals (January 14, 2010 US time) and to remain open for 30 business days.

Subject to the terms of the agreement, the Tender Offer period may be extended in the event that the conditions to the Tender Offer are not satisfied.

3

(7) Minimum Number of Shares to be Purchased

BAC will purchase the tendered shares if more than 50% of Bare Escentuals’s outstanding shares on a fully-diluted basis are tendered into the Tender Offer

(8) Changes in the percentage of Bare Escentuals shares held as a result of this Tender Offer

Percentage of shares held prior to this Tender Offer: 0%

Percentage of shares held after this Tender Offer: 100% (in the event that all of Bare Escentuals’s shares are tendered into the Tender Offer)

3. Bare Escentuals Overview

(1) Corporate name: Bare Escentuals,Inc.

(2) Business description: Production and sales of cosmetics

(3) Year of establishment: 1976

(4) Year of incorporation: 2004

(5) Location: California, USA

(6) Name and title of representative: Leslie A. Blodgett, CEO and Director

(7) Paid-in Capital: $ 92,000 (as of September 30, 2009)

(8) Major Shareholders and Ownership (Based on Number of Shares Outstanding)(as of September 30, 2009)

Berkshire Partners LLC	15.6	%	(14,350,423 shares)
Capital Research Global Investors	11.0	%	(10,081,146 shares)
Leslie A. Blodgett	6.1	%	(5,600,991 shares)

(9) Number of Shares Outstanding: 92,019,902 common shares (as of September 30, 2009)

(10) Relationship with Shiseido:

Shiseido and Bare Escentuals do not have any capital, personal or transactional relationships that are required to be disclosed

(11) Fiscal Year End: End of December

(12) Number of Employees : 2,779 (as of December 28, 2008)

(13) Performance in Recent Fiscal Years:

			($ in thousands)
Fiscal Year	2006	2007	2008
Net Sales	394,525	511,000	556,165
Operating Income	138,797	168,989	175,225
Net Income	50,198	88,068	97,961
Total Assets	155,835	223,905	299,781
Stockholders’ Equity (deficit)	(228,522)	(104,487)	(308)

4.    Prospects for the Future

While we expect to recognize some transaction costs related to the Tender Offer in the fiscal year ending March 2010, the impact of such costs on Shiseido’s consolidated performance will not be material.

If the Tender Offer is completed by the end of April 2010, the financial impact of the consolidation of Bare Escentuals on Shiseido will be incorporated into our earnings forecast for the fiscal year ending March 2011, which is scheduled to be disclosed in the fiscal earnings announcement for the fiscal year ending March 2010, to be made in late April 2010 (the “Fiscal 2010 Earnings Announcement”).  The consummation of the Tender Offer and the subsequent financing will also affect Shiseido’s consolidated assets and liabilities, and if the Tender Offer closes by the end of March 2010, such information will also be disclosed in the Fiscal 2010 Earnings Announcement.

(End of News Release)

4

BAC has not commenced the tender offer to which this communication relates.  Stockholders of Bare Escentuals are advised to read the Tender Offer Statement on Schedule TO, the offer to purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the “SEC”) when they become available because they will contain important information.  Stockholders of Bare Escentuals may obtain copies of these documents for free, when available, at the SEC’s website at www.sec.gov or

at  the  Shiseido website at http://www.shiseido.co.jp/e/ir/ir_news/index.htm.

5 

EX-99.3

SHISEIDO Presentation on Acquisition of Bare Escentuals, Inc. Shinzo Maeda President & CEO, Shiseido Co., Ltd. January 15, 2010 1

1 Overview of Sales/Profits Post Transaction 2 Overview of Bare Escentuals, Inc. 3 Significance of this Acquisition 4 Overview of the Transaction and Financial Impact 2

SHISEIDO Overview of Sales/Profits Post Transaction (1/2) Shiseido Bare Escentuals Pro-Forma (3/09) (12/08) (Simple Sum) Amount Margin Amount Margin Amount Margin Sales 690.3 - 57.5 - 747.8 - Operating Income 49.9 7.2% 18.1 31.5% 68.0 9.1% Net Income 19.4 2.8% 10.1 17.6% 29.5 3.9% *Translated to yen based on our 3/09 exchange rate (1/08 - 12/08 average) of $1=103.44 yen Move on to a new stage to become a "Global Player Representing Asia with its Origins in Japan" (Note) The above numbers represent the simple sum and do not include any consolidation adjustments. 3

SHISEIDO Overview of Sales/Profits Post Transaction (2/2) Overseas 38% Asia / Oceania 17% Japan 62% Americas 8% Europe 13% Before Transaction (3/09 Shiseido Consolidated) Overseas 42% Asia / Oceania 16% Japan 58% Americas 14% Europe 12% Post Transaction (simple sum) (Note1) The above numbers represent the simple sum and do not include any consolidation adjustments. (Note2) Japan segment of the post transaction include non-US operation of Bare Escentuals. 4

1 Overview of Sales/Profits Post Transaction 2 Overview of Bare Escentuals, Inc. 3 Significance of this Acquisition 4 Overview of the Transaction and Financial Impact 5

SHISEIDO Overview of Bare Escentuals, Inc. Name: Bare Escentuals, Inc. Founded: 1976 Location: California, United States Businesses: Manufacturing and distribution of cosmetics Employees: 2,779 (as of December 28, 2008) Key Brands: Mineral foundation "bareMinerals" Business Model: 1. Direct marketing such as through TV shopping channels 2. Selling at stores (department stores and company-owned boutiques) 6

SHISEIDO Bare Escentuals, Inc. Products Make-up Skin Care bareMinerals RareMinerals Buxom and bareVitamins md formulations 7

SHISEIDO Business Model TV shopping Boutique Bare Escentuals has built a new business model that actively utilizes direct marketing channels such as TV shopping and at the same time aims to secure customers through promoting its products in department stores and company-owned boutiques 8

SHISEIDO Ms. Leslie Blodgett (Director and CEO) Biography Prior to joining BE, she worked for Neutrogena, P&G and Max Factor 1995: Launched bareMinerals cosmetics line 1997: Introduced Bare Escentuals through QVC 2006: IPO of Bare Escentuals Appearing on TV shopping programs herself, she is the public face of Bare Escentuals, Inc. Leslie will continue in her management role after consummation of Tender Offer 9

SHISEIDO Financial Overview of BE (in 100 millions of US$) Sales Operating Income Net Income (Right axis: OP Margin) (Right axis: NP Margin) 600 500 400 300 200 100 0 395 511 556 12/06/12/07 /12/08 200 160 120 80 40 0 139 169 175 35.2% 33.1% 31.5% 12/06 12/07 12/08 100% 80% 60% 40% 20% 0% 100 80 60 40 20 0 50 88 98 12.7% 17.2% 17.6% 12/06 12/07 12/08 100% 80% 60% 40% 20% 0% Strong sales and profit growth 10

1 Overview of Sales/Profits Post Transaction 2 Overview of Bare Escentuals, Inc. 3 Significance of this Acquisition 4 Overview of the Transaction and Financial Impact 11

SHISEIDO Our Long - term Vision To Become a "Global Player Representing Asia with its Origins in Japan" Hurdles as global player Boosting its growth potential in markets around the world to achieve higher growth than the global cosmetics market Transforming the management culture to continue generating ROE and operating margin comparable to those of global competitors 12

SHISEIDO Benefits of the Acquisition (1/3) Acquisition of new brand value Bare Escentuals Pioneer in mineral-based cosmetics popular among natural-minded consumers Leading share in the mineral foundation market Partnership Shiseido Established mega-lines and relationship-building lines as its two pillars in Japan Strengthening its brand strategy overseas centering on the global brand "SHISEIDO" and BPI's designers fragrance brands The transaction will enable us to build a competitive brand portfolio that can accurately respond to a wide range of customer needs 13

SHISEIDO Benefit of the Acquisition (2/3) Strong complementary relationship for distribution, sales, and research and development Bare Escentuals Active use of direct marketing Securing customers through department stores and company-owned boutiques Owning distribution/sales channels infrastructures in North America Mutual use of distribution and sales infrastructures Shiseido Built the largest distribution network of prestige cosmetics in Japan Also expanding sales channels in the Chinese market Advanced R&D capabilities Expand contact points with a variety of customers Improve the productivity of distribution/sales infrastructures Utilizing our R&D capabilities with particular focus on skin care 14

SHISEIDO Benefit of the Acquisition (3/3) Strengthening operational bases in North America Strong market presence of Bare Escentuals, Inc. in North America Strong brand awareness through the direct marketing efforts 800 retail outlets and 1,500 spa salons in the United States Improve our presence in North America 15

1 Overview of Sales/Profits Post Transaction 2 Overview of Bare Escentuals, Inc. 3 Significance of this Acquisition 4 Overview of the Transaction and Financial Impact 16

SHISEIDO Outline of the Acquisition Method Tender offer by a special purpose acquisition company to be established under "Shiseido Americas Corporation," our subsidiary Offer Price $18.2 per share (40.8% premium to the 3-month average price) Acquisition Cost(assuming 100% acquisition $1.7bn (160bn yen) Deal value including target debt $1.9bn (180bn yen) Offer Period We expect the offer to commence in late January (within 10 business days from announcement) and to be open for 30 business days, subject to possible extensions and a subsequent offer period Other Transaction has been approved by the Board of Directors of Bare Escentuals 17

HISEIDO Financing for the Acquisition Financing will be a combination of cash and cash equivalents at hand(30bn yen)and a bank bridge loan(150bn yen) Optimal financing selected from a range of options, after taking into consideration the business condition, financial position and market trends 18

SHISEIDO Impact on Consolidated Performance Sales and profits will be consolidated from the year ending March 2011 Project team will be established immediately after consummation of the tender offer Discuss and determine specific policies and execution plans to maximize the acquisition synergies at an early stage Details to be announced at the appropriate time as soon as they are determined 19

SHISEIDO Shareholder Return Pre-Acquisition Strategic investments leading to new growth, consistent dividend payment and flexible share buybacks If no M&A transactions are pending, priority placed on shareholder return Pay stable cash dividends and buy back and retire treasury stocks flexibly, focusing on achieving a total return ratio target of 60% for medium term 20

SHISEIDO Shareholder Return Post-Acquisition Changing situation given the large acquisition of Bare Escentuals (Shareholder Return Post-Acquisition) Taking into consideration the changes from the acquisition, we may need to review the policy of "total return ratio of 60% for medium-term" Will continue focusing on maintaining consistent dividends and increasing dividends linked to profit increases 21

SHISEIDO Our Future Goal Sustained growth as a global player representing Asia with its origins in Japan Previous Three-Year Plan Establish foundation as a global player FY 2005 Three-Year Plan Phase 1 Improve quality of activities across the board Establish an undisputed presence in Asia FY 2008 FY 2011 Phase 2 Get into growth trajectory Phase 3 Make a leap forward Become a global player FY 2014 FY 2017 FY2017: Net sales in excess of (Y)1 trillion (over 50% overseas sales); Consistently generate solid operating margins (12% or higher); ROE comparable to that of global competitors (15% or higher) 22

SHISEIDO International Efforts 1. Growth Strategy in the Global Markets Renovation of the global brand Active investments in growing markets such as China Entry into untapped markets 2. Management to Respond to Accelerated Globalization Strengthening operation platforms in countries already entered into Upgrading HR development program globally Introduction of a core information system 23

SHISEIDO Our Vision for the Next Step Europe Designers Fragrance Brands of BPI Asia Global Brand "SHISEIDO" North America Bare Escentuals - -Continue to be a company driven by the business expansion in Asia, particularly China - -Have multiple major global brands being rolled out worldwide - -Increase presence in Europe and North America The True Global Player Representing Asia 24

SHISEIDO This moment. This life. Beautifully. 25

SHISEIDO The tender offer to which this presentation relates has not yet commenced, and this presentation is neither an offer to purchase, nor a solicitation of an offer to sell any securities. Stockholders of Bare Escentuals are advised to read the Tender Offer Statement on Schedule TO, the offer to purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the "SEC") when they become available because they will contain important information. Stockholders of Bare Escentuals may obtain copies of these documents for free, when available, at the SEC's website at www.sec.gov or at the Shiseido's website at http://www.shiseido.co.jp/e/ir/ir_news/index.htm. 26

EX-99.4

January 15, 2010

Dear Bare Escentuals Associate,

I am delighted to be in a position to communicate with you today. As you are aware, Shiseido and Bare Escentuals today announced an agreement whereby Shiseido plans to join forces with Bare Escentuals through a tender offer to buy its shares. This is a very exciting development for both our companies, and one that we have been working closely with Leslie Blodgett, Myles McCormick and your management team to bring to fruition.

Our businesses are mutually complementary, but more importantly, we both share the same culture and values of putting our customers first, as well as passionately believing in the importance of our business and our industry as a whole. We have both grown our businesses based on satisfying our customers – by helping enhance their beauty. And, like you, as we help in a small way to enrich people’s lives, we at Shiseido also believe that we can contribute to society.

Although our companies have very different histories, and our origins are in different countries, with different backgrounds, we also have many common areas in the way we do business. We think it is important to respect our differences, but at the same time we can learn from each other through our complementary business practices and product offerings, which will ultimately lead us both to further growth.

We have closely watched the rapid development at Bare Escentuals, through the excellent efforts of not only your management team, but also thanks to each and every one of you. We have admired your achievements as a pioneer in the innovative mineral-based cosmetics line, something that is becoming more and more popular around the world as customers are increasingly turning to natural products and solutions. This trend towards mineral-based cosmetics has grown into a big industry trend in the American market and is now spreading to other markets. And we are very impressed with the way in which you have carefully nurtured your business, through inspired marketing activities and innovative distribution channels.

At Shiseido, we have our origins and foundations in Japan, and have built up a leading position in Asia including the important Chinese market. We look forward to working with you all to further expand the sales of mineral-based cosmetics, bringing your unique products to even more women around the world, especially in these growing Asian markets!

Shiseido is the leading cosmetics company in Japan, and is globally recognized as one of the oldest cosmetics companies operating for 138 years, in over 70 countries around the world. We have achieved this recognition by listening closely to our customers and to our employees, always looking for further innovations to enhance our products and services to better meet our customers’ needs. In order to do this we have developed a global network of distribution partners and retail outlets, as well as global manufacturing facilities, all of which we look forward to introducing to the exciting range of Bare Escentuals products. At the same time, to ensure that we maintain a position at the forefront of industry development, we have built a comprehensive in-house research capability, which we see benefiting your future product innovations.

I am very excited about the prospects of our combined offering. We bring to your business the strength of our Shiseido brand, a brand that has global resonance across a wide range of products, as well as a well-developed footprint in some of the world’s fastest growing markets. And we look forward to learning from you about the importance of natural, mineral-based products, a new area for us. We hope that the combination of two successful, but complementary companies and offerings is something that also excites you.

More specifically we think that the combination of our two companies will offer significant benefits to our consumers, our shareholders, and importantly, our associates, including:

· Creating a complementary multi-channel and truly global distribution network, giving Bare Escentuals greater access to Japan, one of the world’s largest cosmetics markets, as well as other fast-growing Asian markets such as China;

· Utilizing Shiseido’s extensive production capabilities and R&D resources;

· Strengthening Shiseido’s U.S. and European business;

· Expanding Shiseido group’s brand portfolio into the mineral-based cosmetics market, attracting a wider customer base; and

· Offering compelling growth prospects and future value creation for both our companies.

Bare Escentuals’ business will continue to be managed by Leslie and her strong management team. Your business will form an important new arm of our global business, and will naturally complement our existing lineup. If you have any questions about the announcement and how it affects you, please feel free to contact me directly, or get in touch with Carsten Fischer, our Corporate Executive Officer in charge of International Business.

I look forward to formally welcoming you to the Shiseido group upon completion of this transaction. Together we create a formidable competitor in the global cosmetics industry – we are meant to BE together!

Yours sincerely,

Shinzo Maeda

Shiseido Co. Ltd.

President & CEO

The tender offer to which this letter relates has not yet commenced, and this letter is neither an offer to purchase, nor a solicitation of an offer to sell any securities. Stockholders of Bare Escentuals are advised to read the Tender Offer Statement on Schedule TO, the offer to purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the “SEC”) when they become available because they will contain important information.  Stockholders of Bare Escentuals may obtain copies of these documents for free, when available, at the SEC’s website at www.sec.gov or at the Shiseido website at http://www.shiseido.co.jp/e/ir/ir_news/index.htm.

EX-99.5

January 15, 2010

PRESS CONFERENCE

12:00 noon TODAY

Shiseido today announced it will launch a recommended tender offer to acquire all of the issued and outstanding shares of Bare Escentuals, one of the leading prestige cosmetic companies in the United States and an innovator in mineral-based cosmetics.

Shiseido’s management will provide further information on the deal at a press conference today, January 15, 2010, at 12pm. Please see below for further details.

Simultaneous translation into English will be provided.

Date:		Friday, January 15, 2010
Time:		12:00 – 12:45
Venue:		Shiseido Meeting Room, 3F Shiseido Shiodome Office, 1-6-2 Higashi Shimbashi, Minato-ku, Tokyo
Speakers:		Mr. Shinzo Maeda, President & CEO Mr. Yasuhiko Harada, Director, Corporate Senior Executive Officer Mr. Carsten Fischer, Director, Corporate Executive Officer

For further inquiries, please contact:

Kreab Gavin Anderson: 03-5404-0640 (Hayden/Hattori)

Additional Information

The tender offer to which this letter relates has not yet commenced, and this letter is neither an offer to purchase, nor a solicitation of an offer to sell any securities. Stockholders of Bare Escentuals are advised to read the Tender Offer Statement on Schedule TO, the offer to purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the “SEC”) when they become available because they will contain important information. Stockholders of Bare Escentuals may obtain copies of these documents for free, when available, at the SEC's website at www.sec.gov or at the Shiseido website at http://www.shiseido.co.jp/e/ir/ir_news/index.htm.

EX-99.6

【English Translation of the Japanese e-mail to investors of Shiseido to invite them for the briefing session】

Dear Sirs and Madams:

As announced by the press release at 10:00AM today

(http://www.shiseido.co.jp/ir/ir_news/index.htm),

Shiseido has entered into a definitive agreement with Bare Escentuals, Inc.(hereinafter “Bare Escentuals"), pursuant to which Shiseido will offer to acquire Bare Escentuals through an all cash tender offer and a subsequent second-step merger with cash paid as consideration.

Today, Shiseido will host a briefing session to make a presentation about the transaction, and we would like to invite you for this session. Please confirm your participation by return this e-mail prior to the start of the session.

The session will be held as follows:

 　The date and time: January 15, 18:00~19:00

 　Place of meeting: Shiseido Shiodome FS building (8th floor)

1－1－16, Higashi－shimbashi, Minato-ku, Tokyo

 　Notes: Please offer your name card at the reception.

Sincerely yours,

Shiseido Co., Ltd.

Youko Hironaka

Investor Relations Department

Additional Information

The tender offer to which this communication relates has not yet commenced, and this communication is neither an offer to purchase, nor a solicitation of an offer to sell any securities. Stockholders of Bare Escentuals are advised to read the Tender Offer Statement on Schedule TO, the offer to purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the “SEC”) when they become available because they will contain important information. Stockholders of Bare Escentuals may obtain copies of these documents for free, when available, at the SEC's website at www.sec.gov or at the Shiseido website at http://www.shiseido.co.jp/e/ir/ir_news/index.htm.

EX-99.7

【Announcement of the investors conference call in English】

SHISEIDO CO.,LTD.:Conference call on the announcement of "Acquisition of US Bare Escentuals, Inc.".

Sirs/Madams:

We are pleased to invite you to join our conference call on the

announcement of "Acquisition of US Bare Escentuals, Inc.".

<Conference Details>

Conference Title: Acquisition of US Bare Escentuals, Inc.

Main Speaker

 Shinzo Maeda

 President & CEO

Speaker

 Yasuhiko Harada

 CFO,Corporate Senior Executive Officer

 Carsten Fischer

 Director, Corporate Executive Officer

 Responsible for Global Business

On Friday, January 15, 2010

23:00 (Tokyo Time)

14:00 (London Time)

 9:00 (New York Time)

DIAL-IN NUMBERS:

   Local US  : 1-719-325-2234

Confirmation Code:  6875435

- Presentation materials will be available on our website on January 15, 2010 at 10:00 am in Tokyo time.

   (http://www.shiseido.co.jp/e/ir/index.htm)

EASY REFERENCE GUIDE

<How to Join a Conference Call >

1.Dial the dial-in number about 5 minutes prior to the scheduled conference start time.

2.You will be greeted by an operator and asked for your confirmation code and information requested by the moderator.

3.You will be then transferred into the call with music on hold until the moderator starts the conference.

*As per our request, our Conferencing service provider (Premiere Conferencing) will confirm the participant’s personal information,

such as company name, department, your name, email address and telephone number before connecting you to the Conference.

The above information will be reported to our company at the end of the Conference.

We look forward to meeting you at the conference call.

CONTACT:

AKIHIRO MIYASAKA

Deputy General Manager

Investor Relations Department

SHISEIDO CO.,LTD.

Tel:+81-3-6218-5532

E-mail:akihiro.miyasaka@to.shiseido.co.jp

TETSUAKI SHIRAIWA

Senior Manager

Investor Relations Department

SHISEIDO CO.,LTD.

Tel:+81-3-6218-5652

E-mail:tetsuaki.shiraiwa@to.shiseido.co.jp

Additional Information

The tender offer to which this communication relates has not yet commenced, and this communication is neither an offer to purchase, nor a solicitation of an offer to sell any securities. Stockholders of Bare Escentuals are advised to read the Tender Offer Statement on Schedule TO, the offer to purchase and any other documents relating to the tender offer that are filed with the Securities and Exchange Commission (the “SEC”) when they become available because they will contain important information. Stockholders of Bare Escentuals may obtain copies of these documents for free, when available, at the SEC's website at www.sec.gov or at the Shiseido website at http://www.shiseido.co.jp/e/ir/ir_news/index.htm.