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PARIS/LONDON, Mar 17 (Reuters) France's L'Oreal is to buy The Body Shop in a ''seductive'' 652-million-pound ($1.14 billion) deal to unite the world's top cosmetics group with the British ethically-sourced beauty product retailer.

In a recommended offer that has the backing of 43 per cent of Body Shop shareholders, L'Oreal said it would pay 300 pence cash per share, a 34 per cent premium over the share price on Feb. 21, when press reports of a deal began driving the stock higher.

The Body Shop, whose 2,000-outlets selling passion fruit body butter and bilberry hair de-tanglers began life in a small Brighton street 30 years ago, is 18 per cent owned by its founder Anita Roddick and her husband Gordon.

They will themselves net 118 million pounds from the deal, which looks certain to be accepted.

Shares in the seller of honey and oat scrub mask and grape seed cream, which warned on profits in January after posting weaker-than-expected sales, surged over 10 per cent to 296 pence by 1235 GMT (1805 IST), while in Paris, L'Oreal stock rose 0.8 per cent to 75.20 euros.

Roddick declared herself beguiled by the Gallic charm of L'Oreal's negotiators.

''Let me tell you how the French seduce you,'' Roddick told a news conference on Friday. ''They are the most bloody seductive people on Earth. They are charming, they are well-mannered and they praise and flatter you.'' STRANGE BEDFELLOWS? ''Body Shop isn't the wacky ethical business it once was and it has been going upmarket in recent years, selling more expensive 'masstige' (mass prestige) skincare and so on, so the approach from L'Oreal wasn't that big a surprise,'' analyst Nick Bubb of brokers Evolution said.

L'Oreal said it planned to operate the British company as a completely separate entity, adding that Roddick would retain her current role as consultant to Body Shop. She will also work for 50 days a year as an adviser to the L'Oreal board.

Despite the seductive nature of the deal, the two companies -- one the world's most powerful cosmetics producer, the other a retail chain with deep roots in the ''ethical'' business movement -- might seem unlikely bedfellows.

But L'Oreal said there were clear advantages for both.

The French company, whose brands include Garnier, Redken and Lancome, gains powerful retail network in 54 countries with a forecast 2005-6 turnover of 466 million pounds, and access to the rapidly-growing mass prestige sector.

Concerns over the animal testing that Roddick has long campaigned against should also be assuaged by the fact that L'Oreal abandoned such research in 1989, it said.

The deal, which is subject to a regulatory approval that should be a formality, will not have an impact on the French group's earnings in 2006 but will start contributing thereafter.

The Body Shop will effectively be ringfenced within L'Oreal, with no store closures or management changes.

''We could have turned round and gone to a venture capitalist who could have maybe offered 5p (per share) more but I don't know about that. I just wanted to know that our employees are going to be happy... and the community that we've made our money from are going to be proud of us,'' Roddick said L'Oreal said that in addition to its existing financial resources, it had obtained committed financing arranged by J.P.Morgan which would fully cover its commitments under the terms of the offer.

BRIGHTON ROOTS Roddick started out in the Brighton store in 1976 by selling toiletries made by a herbalist from natural raw ingredients, preferably sourced from the developing world.

Packaging was recycled or innovative -- in one celebrated case Roddick offered discounts to customers bringing back the urine sample bottles the cosmetics were sold in for refills.

To fund her second shop in Chichister, Roddick sold a half share in the business to Ian McGlinn, a local garage owner, who still has a 21 per cent stake that will net him 137 million pounds, a reasonable return on his 5,000-pound investment.

Growth was rapid, and the company took its first international step in 1978, awarding a franchise in Brussels. The company was publicly listed in 1984, and Princess Diana presided over the opening of a new headquarters in 1986.

There followed a period of expansion and diversification into areas such as mail order, and the group began publication of the Big Issue magazine produced and sold by and for homeless people in the UK in 1991.

But The Body Shop suffered from growing pains and struggled to expand in the United States, hit by mounting competition from rivals jumping on the bandwagon. In a massive restructuring in 1999, the company sold its two UK manufacturing plants to a South African group in order to focus on its retail operations.

After takeover talks involving Mexican nutrition products company Grupo Omnilife broke down in 2001, Roddick and her husband Gordon stepped down as co-chairmen of the company in 2002.

Roddick has in the past declared that most of her fortune will be devoted to charity and environmental causes.

REUTERS SD RN1937