Filed
by Natura&Co Holding S.A.
Pursuant
to Rule 425 of the Securities Act of 1933
Subject
Company: Avon Products, Inc.
Commission
File No.: 1-4881
Commission
File No. for Registration Statement on Form F-4
filed
by Natura&Co Holding S.A.: 333-233910
The
following is a notice to the market issued by Natura Cosméticos S.A. on October 4, 2019:
NATURA COSMÉTICOS S.A.
|
NATURA &CO HOLDING S.A.
|
Companhia Aberta
|
Companhia Aberta
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CNPJ/MF n° 71.673.990/0001-77
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CNPJ/MF n° 32.785.497/0001-97
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NIRE 35.300.143.183
|
NIRE 35.300.531.582
|
COMUNICADO
AO MERCADO
Aditivo
ao Contrato e Plano de Incorporações Referente
à
Transação de Combinação de Negócios da Natura Cosméticos S.A e a Avon Products, Inc.
Natura Cosméticos
S.A. (“Natura Cosméticos”) e Natura &Co Holding S.A. (“Natura &Co”), informam
a seus acionistas e ao mercado em geral que celebraram nesta data um aditivo (o “Aditivo”) ao Agreement and
Plan of Mergers (Contrato e Plano de Incorporações, o “Contrato”), o qual foi originalmente celebrado,
em 22 de maio de 2019 (conforme Fato Relevante divulgado em tal data), entre a Natura Cosméticos, Avon Products, Inc. (“Avon”),
Natura &Co, Nectarine Merger Sub I, Inc. e Nectarine Merger Sub II, Inc., referente à combinação de negócios
da Natura Cosméticos e da Avon.
O Aditivo
foi assinado para (i) refletir que cada ação ordinária da Avon será convertida, no fechamento da transação
contemplada no Contrato, no direito de receber 0,300 American Depositary Shares (“ADSs”) da Natura &Co
(ou a critério do detentor de ação ordinária da Avon, 0,600 ações da Natura &Co),
para refletir o aumento de capital com bonificação de ações aprovado pela Natura Cosméticos
em 17 de setembro de 2019 (na proporção de uma ação bonificada para cada ação da Natura
Cosméticos) e o fato de que cada ADS representará 2 (duas) ações da Natura &Co; e (ii) refletir
a alteração da denominação social da Natura &Co, a qual era denominada, em 22 de maio de 2019,
Natura Holding S.A. e passou a ser denominada Natura &Co Holding S.A.
A Aditivo
estará disponível a todos os acionistas na sede da Natura Cosméticos, da Natura &Co e no site de Relação
com Investidores (https://natu.infoinvest.com.br)
(https://natu.infoinvest.com.br/natura-co-holding-s-a/arquivamentos),
no site da CVM (www.cvm.gov.br) e no site da B3 (www.b3.com.br).
Uma versão em português desse Aditivo será preparada e disponibilizada assim que possível.
São
Paulo, 4 de outubro de 2019.
JOSÉ
ANTONIO DE ALMEIDA FILIPPO
Diretor Financeiro e de Relação com Investidores
NATURA COSMÉTICOS S.A.
|
NATURA &CO HOLDING S.A.
|
Publicly Held Company
|
Publicly Held Company
|
CNPJ/MF n° 71.673.990/0001-77
|
CNPJ/MF n° 32.785.497/0001-97
|
NIRE 35.300.143.183
|
NIRE 35.300.531.582
|
NOTICE
TO THE MARKET
Amendment
to the Merger Agreement Relating to the Business Combination Transaction between Natura Cosméticos S.A and Avon Products,
Inc.
Natura Cosméticos
S.A. (“Natura Cosméticos”) and Natura &Co Holding S.A. (“Natura &Co”) inform
their shareholders and the market in general that they have executed an amendment (the “Amendment”) to the
Agreement and Plan of Mergers (“Agreement”), which was originally executed on May 22, 2019 (per the Material
Fact disclosed at such date), by and among Natura Cosméticos, Avon Products, Inc. (“Avon”), Natura &Co,
Nectarine Merger Sub I, Inc. and Nectarine Merger Sub II, Inc., regarding the combination of businesses of Natura Cosméticos
and Avon.
The Amendment
was entered into in order to (i) reflect that each share of Avon common stock will ultimately be converted upon the closing of
the transactions contemplated by the Agreement into the right to receive 0.300 Natura &Co American Depositary Shares (“ADSs”)
(or at the election of a holder of Avon common stock, 0.600 Natura &Co shares), to reflect the capital increase resulting
from the issuance of bonus shares approved by Natura Cosméticos on September 17, 2019 (at the ratio of one bonus share
for each share of Natura Cosméticos) and the fact that each ADS will represent two (2) Natura &Co shares; and (ii)
reflect the change to Natura &Co’s corporate name, which was Natura Holding S.A. as of May 22, 2019 and is now Natura
&Co Holding S.A.
The
Amendment will be made available to all shareholders at Natura Cosméticos’ and Natura &Co’s headquarters
and in the Investors’ Relations website (https://natu.infoinvest.com.br/en)
(https://natu.infoinvest.com.br/natura-co-holding-s-a/filing),
at CVM’s website (www.cvm.gov.br) and at B3’s website (www.b3.com.br). A Portuguese translation of the Amendment will
be prepared and made available as soon as possible.
São
Paulo, October 4, 2019.
JOSÉ
ANTONIO DE ALMEIDA FILIPPO
Chief Financial and Investor Relations Officer
NO OFFER
OR SOLICITATION
This
communication is for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
This
communication is being made in respect of the proposed transaction involving Natura &Co Holding S.A. (collectively with Natura
Cosmeticos S.A., “Natura”) and Avon Products, Inc. (“Avon”). In connection with the proposed transaction,
Natura has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that includes
a proxy statement of Avon and a prospectus of Natura. Natura and Avon also plan to file other documents with the SEC regarding
the proposed transaction and the joint proxy statement/prospectus will be mailed to shareholders of Avon. This communication is
not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other
documents
that Natura and/or Avon have filed or may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Form F-4 and the joint proxy statement/prospectus, as well as other
filings containing information about Natura and Avon, will be available without charge at the SEC’s Internet site (www.sec.gov).
Copies of the joint proxy statement/prospectus can also be obtained, without charge, from Natura’s website at www.NaturaeCo.com.
Copies of the joint proxy statement/prospectus can be obtained, without charge from Avon’s website at www.AvonWorldwide.com.
PARTICIPANTS IN THE SOLICITATION
Natura
and Avon, their respective directors, executive officers and other members of their management and employees may be deemed to
be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction,
including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint
proxy statement/ prospectus and other relevant materials when they are filed with the SEC. Information regarding the directors
and executive officers of Natura is contained in Natura’s Reference Form for 2018, version 15, which was filed with the
Brazilian Securities Commission on April 24, 2019. Information regarding the directors and executive officers of Avon is contained
in Avon’s definitive proxy statement for its 2019 annual meeting of shareholders, filed with the SEC on April 2, 2019. These
documents can be obtained free of charge from the sources indicated above.
CAUTION
ABOUT FORWARD-LOOKING STATEMENTS
Statements
in this communication (or in the documents it incorporates by reference) that are not historical facts or information may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Among other things, these forward looking
statements may include statements regarding the proposed transaction involving Natura and Avon; beliefs relating to value creation
as a result of a proposed transaction involving Natura and Avon; the expected timetable for completing the transaction; benefits
and synergies of the transaction; future opportunities for the combined company; and any other statements regarding Avon’s
and Natura’s future beliefs, expectations, plans, intentions, financial condition or performance. In some cases, words such
as “estimate,” “project,” “forecast,” “plan,” “believe,” “may,”
“expect,” “anticipate,” “intend,” “planned,” “potential,” “can,”
“expectation,” “could,” “will,” “would” and similar expressions, or the negative
of those expressions, may identify forward-looking statements. These forward-looking statements are based on Natura’s and
Avon’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results
to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Natura’s
and Avon’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties
and risks arise from time to time, and it is impossible for Natura or Avon to predict these events or how they may affect Natura
or Avon. Therefore, you should not rely on any of these forward-looking statements as predictors of future events. Except as required
by law, neither Natura nor Avon has any duty to, and does not intend to, update or revise the forward-looking statements in this
communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should
keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not
occur. Uncertainties and risk factors
that could
affect Natura’s and/or Avon’s future performance and cause results to differ from the forward-looking statements in
this communication include, but are not limited to, (a) the parties’ ability to consummate the transaction or satisfy the
conditions to the completion of the transaction, including the receipt of shareholder approvals and the receipt of regulatory
approvals required for the transaction on the terms expected or on the anticipated schedule; (b) the parties’ ability to
meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (c) the possibility that
any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time
period; (d) the risk that integration of Avon’s operations with those of Natura will be materially delayed or will be more
costly or difficult than expected; (e) the failure of the proposed transaction to close for any other reason; (f) the effect
of the announcement of the transaction on customer and consultant relationships and operating results (including, without limitation,
difficulties in maintaining relationships with employees or customers); (g) dilution caused by Natura’s issuance of
additional shares of its common stock in connection with the transaction; (h) the possibility that the transaction may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; (i) the diversion of management
time on transaction-related issues; (j) the possibility that the intended accounting and tax treatments of the proposed transactions
are not achieved; (k) those risks described in Section 4 of Natura’s Reference Form for 2018, version 15, which was filed
with the Brazilian Securities Commission on April 24, 2019; (l) those risks described in Item 1A of Avon’s most recently
filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K; and (m) those risks described in the joint
proxy statement/prospectus available from the sources indicated above.
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