NEW YORK, Nov. 8, 2010 /PRNewswire-FirstCall/ -- Avon
Products, Inc. (NYSE: AVP) today announced that it has agreed to
tender its 74.67% ownership interest in its Avon Japan business to
an affiliate of TPG Capital, a global private investment firm that
invests in companies across a broad range of industries and
geographies. Under the terms of the agreement, TPG Capital will pay
a total cash payment of 7.3 billion
yen, or approximately U.S. $90
million, for Avon's stake
in the business and for pre-paid royalties for certain intellectual
property licenses.
As part of the transaction, TPG Capital is launching a tender
offer in Japan for all outstanding
shares of Avon Japan at 74 yen per
share, the same price that Avon
has agreed to for its shares. Avon's sale of its shares is not conditional
upon TPG Capital's acquisition of the 25.33% minority stake.
Avon Japan is the only subsidiary in Avon's geographic portfolio that is publicly
traded (JASDAQ market of Osaka Securities Exchange 4915: JP).
The proposed transaction is subject to customary closing
conditions and is targeted to close in the fourth quarter 2010.
Avon said that the transaction would have no material impact
on its financial statements as Avon Japan represents less than 2%
of its total company sales. Effective with fourth quarter
2010 reporting, Avon Japan will be accounted for as a discontinued
operation.
Avon said that the planned sale
is consistent with its strategy to focus its portfolio and
investments on direct selling markets with higher growth potential.
In contrast to other Avon markets,
Avon Japan generates more than half of its sales from direct mail,
and a large portion of its sales come from products unique to
Japan.
Andrea Jung, Avon's Chairman and Chief Executive Officer,
said, "We are pleased to conclude this agreement with TPG Capital
as we further focus our investments on higher growth opportunities.
While Japan is an important consumer market, our analysis
indicates that we would need to commit significant additional
investment in order to generate profitable growth in the near to
intermediate term."
As part of the transaction, Avon has agreed to grant TPG Capital rights to
its local Japan formulas and
products and certain other formulas and products for use in
Japan and, subject to certain
restrictions, for use outside of Japan. Avon
also has agreed to transfer to TPG Capital ownership of certain
local Japan and other trademarks.
In addition, for a period of time, TPG Capital will have
rights to use the "Avon" name in
Japan.
Avon Associates in Japan are
expected to continue in their roles and the existing Avon Japan
management team will continue to provide support during the
transition. TPG Capital will also have all the necessary
functions and services to enable the continued success of the
company.
Avon, the company for
women, is a leading global beauty company, with over $10 billion in annual revenue. As the
world's largest direct seller, Avon markets to women in more than 100
countries through approximately 6.2 million independent Avon Sales
Representatives. Avon's product line includes beauty
products, as well as fashion and home products, and features such
well-recognized brand names as Avon Color, Anew, Skin-So-Soft,
Advance Techniques, Avon Naturals, and Mark. Learn
more about Avon and its products
at www.avoncompany.com.
TPG Capital is a global buyout group of TPG, the private
investment firm with approximately $47
billion of assets under management. TPG Capital has
extensive experience with investments executed through leveraged
buyouts, recapitalizations, joint ventures and restructurings.
TPG Capital's investments span a broad range of industries,
and have included numerous investments in companies that operate in
the consumer/retail sector such as Bally, Burger King, China Vogue,
Daphne, Debenhams, J. Crew, Lilliput, Myer, Neiman Marcus and Republic. Since 1992,
TPG Capital has invested in more than 150 transactions, and as of
the date hereof, TPG Capital has more than 165 professionals
globally. Currently, TPG Capital has about 70 active
investments, and portfolio companies in which TPG has significant
ownership operate in more than 130 countries. TPG has also
made several investments in Japan,
including Tomy Company, Ltd., a large cap toy maker, and JCR
Pharmaceuticals Co., Ltd., a bio generic medical supply maker.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements in this release that are not historical facts or
information are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Words
such as "estimate," "project," "forecast," "plan," "believe,"
"may," "expect," "anticipate," "intend," "planned," "potential,"
"can," "expectation" and similar expressions, or the negative of
those expressions, may identify forward-looking statements.
Such forward-looking statements are based on management's
reasonable current assumptions and expectations. Such
forward-looking statements involve risks, uncertainties and other
factors, which may cause the actual results, levels of activity,
performance or achievement of Avon
to be materially different from any future results expressed or
implied by such forward-looking statements, and there can be no
assurance that actual results will not differ materially from
management's expectations. Such factors include, among
others, the following:
- our ability to implement the key initiatives of, and realize
the gross and operating margins and projected benefits (in the
amounts and time schedules we expect) from, our global business
strategy, including our multi-year restructuring initiatives,
product mix and pricing strategies, enterprise resource planning,
customer service initiatives, product line simplification program,
sales and operation planning process, strategic sourcing
initiative, outsourcing strategies, zero-overhead-growth
philosophy, Internet platform and technology strategies,
information technology and related system enhancements and cash
management, tax, foreign currency hedging and risk management
strategies;
- our ability to realize the anticipated benefits (including any
projections concerning future revenue and operating margin
increases) from our multi-year restructuring initiatives or other
strategic initiatives on the time schedules or in the amounts that
we expect, and our plans to invest these anticipated benefits ahead
of future growth;
- the possibility of business disruption in connection with our
multi-year restructuring initiatives or other strategic
initiatives;
- our ability to realize sustainable growth from our investments
in our brand and the direct-selling channel;
- our ability to transition our business in North America, including optimizing our
product portfolio and enhancing field fundamentals;
- a general economic downturn, a recession globally or in one or
more of our geographic regions, such as North America, or sudden disruption in
business conditions, and the ability of our broad-based geographic
portfolio to withstand such economic downturn, recession or
conditions;
- the effect of political, legal, tax and regulatory risks
imposed on us, our operations or our Representatives, including
foreign exchange or other restrictions, interpretation and
enforcement of foreign laws including any changes thereto, as well
as reviews and investigations by government regulators that have
occurred or may occur from time to time, including, for example,
local regulatory scrutiny in China;
- the inventory obsolescence and other costs associated with our
product line simplification program;
- our ability to effectively implement initiatives to reduce
inventory levels in the time period and in the amounts we
expect;
- our ability to achieve growth objectives or maintain rates of
growth, particularly in our largest markets and developing and
emerging markets, such as Brazil
or Russia;
- our ability to successfully identify new business opportunities
and identify and analyze acquisition candidates, secure financing
on favorable terms and negotiate and consummate acquisitions as
well as to successfully integrate or manage any acquired
business;
- the effect of economic factors, including inflation and
fluctuations in interest rates and currency exchange rates, as well
as the designation of Venezuela as
a highly inflationary economy, and the potential effect of such
factors on our business, results of operations and financial
condition;
- our ability to successfully transition and evolve our business
in China in connection with the
development and evolution of the direct selling business in that
market, our ability to operate using a direct-selling model
permitted in that market and our ability to retain and increase the
number of Active Representatives there over a sustained period of
time;
- general economic and business conditions in our markets,
including social, economic and political uncertainties in the
international markets in our portfolio;
- any developments in or consequences of internal investigations
and compliance reviews that we conduct, and any litigation related
thereto, including the ongoing investigation and compliance reviews
of Foreign Corrupt Practices Act and related U.S. and foreign law
matters in China and additional
countries, as well as any disruption or adverse consequences
resulting from such investigations, reviews, related actions or
litigation;
- information technology systems outages, disruption in our
supply chain or manufacturing and distribution operations, or other
sudden disruption in business operations beyond our control as a
result of events such as acts of terrorism or war, natural
disasters, pandemic situations and large scale power outages;
- the risk of product or ingredient shortages resulting from our
concentration of sourcing in fewer suppliers;
- the quality, safety and efficacy of our products;
- the success of our research and development activities;
- our ability to attract and retain key personnel and
executives;
- competitive uncertainties in our markets, including competition
from companies in the cosmetics, fragrances, skin care and
toiletries industry, some of which are larger than we are and have
greater resources;
- our ability to implement our Sales Leadership program globally,
to generate Representative activity, to increase the number of
consumers served per Representative and their engagement online, to
enhance the Representative and consumer experience and increase
Representative productivity through investments in the
direct-selling channel, and to compete with other direct-selling
organizations to recruit, retain and service Representatives and to
continue to innovate the direct selling model;
- the impact of the seasonal nature of our business, adverse
effect of rising energy, commodity and raw material prices, changes
in market trends, purchasing habits of our consumers and changes in
consumer preferences, particularly given the global nature of our
business and the conduct of our business in primarily one
channel;
- our ability to protect our intellectual property rights;
- the risk of an adverse outcome in any material pending and
future litigations or with respect to the legal status of
Representatives;
- our ratings and our access to financing and ability to secure
financing at attractive rates; and
- the impact of possible pension funding obligations, increased
pension expense and any changes in pension regulations or
interpretations thereof on our cash flow and results of
operations.
Additional information identifying such factors is contained in
Item 1A of our 2009 Form 10-K for the year ended December 31, 2009. We undertake no
obligation to update any such forward-looking statements.
SOURCE Avon Products, Inc.