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 communications were
made available by Natura Cosméticos S.A. on posts on LinkedIn on May 23, 2019:
Natura &Co and Avon unite
forces to create a global group of beauty, leader in direct relationship with the consumer. The inclusion of Avon in a portfolio
that already has Natura, The Body Shop and Aesop will expand the group's capacity to serve its consumers worldwide, through our
consultants and representatives, retail stores, digital platforms and e-commerce. #PorUmMundoMaisBonito #PraCegoVer: Video with
colorful photos of perfumery products, personal care and makeup of each of the three brands alternate with images of women smiling
and moving. At the end, the hashtag #PorUmMundoMaisBonito.
For more than a century, it Avon
has been a pioneer in the direct sale and empowerment of women. It was already a social network even before this expression existed;
From now on, this business model evolves towards social selling. Amplifying the power of digitization will allow Natura &Co
not only delivering products and consulting, but advance in our common causes, creating possibilities for women to conquer their
financial independence and increase their self-esteem. #PorUmMundoComMaisRelações #PraCegoVer: Video begins with
four hands intertwined; Natura & Co and Avon logos appear in the first plan. Begins a sequence of scenes: close of a makeup
eye; Natura Ekos Castanha Products; Natura Beauty Consultants, mother and daughter, embrace; Avon Red lipsticks; Seller of the
Body Shop applying product to customer; Product photo of the Tea Tree line The Body Shop; Black woman dances in a whirring with
a red man; Photo of Avon's vitamin C Renew bottle. The following #PorUmMundoComMaisRelações appears in the foreground;
at the bottom are two women. In the sequence, an AESOP facial liquid soap appears. To conclude, a mother touches the chin of her
newborn baby with the tip of her nose. Next, the logos of Natura & Co, Natura, Avon, The Body Shop and Aesop appear.
By joining
forces, we will broaden our efforts to generate social, environmental and economic value. We believe that business can be a force
for good and, together, we will continue to seek to build not just another large group in the world, but a group of global beauty
oriented by purpose, dedicated to being the best FOR the world. #PorUmMundoMaisJusto #PraCegoVer: Video begins with aerial view
of trees of a forest; in the first plane, Natura logos emerge &Co + Avon, e inicia-se uma sequência de cenas: mulher
negra sorri em meio à plantação; natura ekos Castanha products; two boys jump from tree in a river; Droplet
falls on liquid surface creating a ripple; Photo of Red lipsticks Avon; Anita Roddick, founder of The Body Shop, raises a poster
in a parade; Woman carries active biodiversity in a basket; Tea Tree product photo from The Body Shop; One hand collects assets
in a river; White woman with curly hair, wrapped by a pink veil, reveals illustration of the symbol of breast cancer prevention.
Photo arises from the vitamin C Renew bottle, from Avon and #PorUmMundoMaisJusto in the foreground, followed by a photo of an
AESOP facial liquid soap. The video closes with the scene of a woman with megaphone in feminist manifestation, followed by the
logos of the brands..
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.
Avon Products (NYSE:AVP)
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