Filed by Natura
Holding S.A.
Pursuant
to Rule 425 of the Securities Act of 1933
Subject Company:
Avon
Products, Inc.
(Commission
File No.: 1-4881)
The following letter was delivered
to certain personnel of
Natura Cosméticos S.A.
on May 23, 2019.
Natura &Co welcomes Avon!
In the same year in which we are
celebrating Natura's 50th anniversary, it is with joy and confidence in a great future that we announce the union of destinies
of two companies that were sailing in parallel. From now on, Avon and Natura &Co are on the same boat. This combination is
a landmark step towards creating a new major force in the beauty industry.
Following closing of the transaction,
the new Group will reach out to over 200 million consumers across the world, through its beauty consultants and representatives
both on and offline, and through retail stores, e-commerce and digital platforms. Leveraging its iconic brands, Natura, Avon,
The Body Shop and Aesop, the combined Group of companies will enhance its ability to better serve its consumers while strengthening
its global footprint.
For over a century, Avon has pioneered
direct selling and the empowerment of women. It was a social network before the word even existed. Today, the peer-to-peer sales
model is evolving towards social selling. Harnessing the power of digital will allow the expanded Group not just to provide products
and advice, but advance our common causes, through women’s financial independence and enhanced self-esteem.
By uniting our forces, we will
amplify our efforts to create social, environmental and economic value. We believe that business can be a force for good, and
with this combination, we will continue our journey to create not just another global Group IN the world, but a global purpose-driven
beauty Group that strives to be the best FOR the world.
Luiz Seabra - Founder & Co-chairman
of the Board of Directors
Guilherme Leal - Founder &
Co-chairman of the Board of Directors
Pedro Passos - Founder & Co-chairman
of the Board of Directors
Roberto Marques - Executive chairman
of the Board of Directors
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 Holding S.A. (collectively with Natura Cosmeticos
S.A., “Natura”) and Avon Products, Inc. (“Avon”). In connection with the proposed transaction, Natura
will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that will include
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 a 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 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, when available, without charge, from Natura’s website at www.NaturaeCo.com. Copies of the joint proxy
statement/prospectus can be obtained, when available, 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; and (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.
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