Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
03 Octubre 2019 - 12:02PM
Edgar (US Regulatory)
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 2, 2019:
NATURA COSMÉTICOS S.A.
|
NATURA &CO HOLDING S.A.
|
Publicly Held Company
|
Publicly Held Company
|
CNPJ/ME n° 71.673.990/0001-77
|
CNPJ/ME n° 32.785.497/0001-97
|
NIRE 35.300.143.183
|
NIRE 35.300.531.582
|
NOTICE
TO THE MARKET
Natura Cosméticos
S.A. (“Natura Cosméticos”) and Natura &Co Holding S.A. (“Natura &Co”) inform
their shareholders and the market in general that consents have been obtained from the requisite holders of the series of notes
due 2023 and 2043 issued by Avon Products, Inc. (“Avon”) or its subsidiaries with respect to change of control
provisions that would be triggered by the business combination between Natura Cosméticos and Avon.
São
Paulo, October 2, 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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