Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

Date : 10/04/2019 @ 4:59PM
Source : Edgar (US Regulatory)
Stock : Avon Products Inc (AVP)
Quote : 5.6  0.0 (0.00%) @ 1:00AM

Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

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
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

 

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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