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 documents were filed by
Natura &Co Holding S.A. under Form 6-K on November 6, 2019. Natura &Co Holding S.A. is refiling such documents
pursuant to Rule 425 under the Securities Act of 1933:
ITEM
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1.
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Material Fact, filed with the Brazilian Securities Commission
on November 6, 2019, regarding the approval by the Brazilian Administrative Council for Economic Defense – CADE of the business
combination transaction between Natura Cosméticos S.A. and Avon Products, Inc.
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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 and Avon has mailed the joint proxy statement/prospectus to shareholders of Avon on October 4, 2019. Natura
and Avon also plan to file other documents with the SEC regarding the proposed transaction. 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 BECAUSE THEY 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, are available without
charge at the SEC’s Internet site (www.sec.gov). Copies of the joint proxy statement/prospectus can be obtained, without
charge, from Natura’s website at www.NaturaeCo.com. Copies of the joint proxy statement/prospectus can also 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.
ITEM 1
Material Fact, filed with the Brazilian Securities Commission
on November 6, 2019, regarding the approval by the Brazilian Administrative Council for Economic Defense – CADE of the business
combination transaction between Natura Cosméticos S.A. and Avon Products, Inc.
NATURA COSMÉTICOS S.A.
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NATURA &CO HOLDING S.A.
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Companhia Aberta
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Companhia Aberta
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CNPJ/ME n° 71.673.990/0001-77
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CNPJ/ME n° 32.785.497/0001-97
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NIRE 35.300.143.183
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NIRE 35.300.531.582
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FATO RELEVANTE
Aquisição da Avon e Reestruturação
Societária
Aprovação do Conselho Administrativo
de Defesa Econômica (CADE)
Natura Cosméticos S.A. (“Natura
Cosméticos”) e Natura &Co Holding S.A. (“Natura &Co” e, em conjunto com Natura Cosméticos
simplesmente “Companhias”), nos termos da Lei das Sociedades por Ações (Lei 6.404/1976), da Instrução
n° 358/2002 da Comissão de Valores Mobiliários (“CVM”) e da Instrução CVM nº
565/2015, informam a seus acionistas e ao mercado em geral que receberam a aprovação, sem restrições,
do Conselho Administrativo de Defesa Econômica – CADE em relação ao Ato de Concentração
nº 08700.004028/2019-59, como parte da reestruturação societária e aquisição da Avon Products,
Inc., divulgados pela Natura Cosméticos em Fatos Relevantes datados de 22 de maio de 2019 e 11 de outubro de 2019 (“Transação”).
A decisão deverá ser publicada em 7 de novembro de 2019, no Diário Oficial da União. A decisão
não será final até que seja publicada no Diário Oficial da União, e decorrido o prazo de 15
dias a contar de tal publicação, para eventuais recursos, nos termos da legislação aplicável.
Conforme anteriormente divulgado, a consumação
da Transação permanece também sujeita ao cumprimento de outras condições precedentes, incluindo
a aprovação por autoridades de defesa da concorrência nas demais jurisdições aplicáveis.
As Companhias manterão seus acionistas
e o mercado informados a respeito da consumação das demais condições precedentes e fatos subsequentes
relacionados à Transação na forma da lei e da regulamentação da CVM.
São Paulo, 6 de novembro de 2019.
JOSÉ ANTONIO DE ALMEIDA FILIPPO
Diretor Financeiro e de Relação com Investidores
NATURA COSMÉTICOS S.A.
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NATURA &CO HOLDING S.A.
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Publicly-Held Company
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Publicly-Held Company
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CNPJ/ME No. 71.673.990/0001-77
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CNPJ/ME No. 32.785.497/0001-97
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NIRE 35.300.143.183
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NIRE 35.300.531.582
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MATERIAL FACT
Acquisition of Avon and Corporate Restructuring
Approval by the Brazilian Administrative
Council for Economic Defense (Conselho Administrativo de Defesa Econômica - CADE)
Natura Cosméticos S.A. (“Natura
Cosméticos”) and Natura &Co Holding S.A. (“Natura &Co” and, together with, Natura Cosméticos,
the “Companies”), in compliance with the provisions of Brazilian Corporation Law (Law No. 6,404/1976) and with
the provisions of Brazilian Securities Commission (“CVM”) Ruling No. 358/2002 and CVM Ruling No. 565/2015, announce
to their shareholders and the market in general that they received approval without restrictions by the Administrative Council
for Economic Defense - CADE under the Concentration Act No. 08700.004028 / 2019-59 of the corporate restructuring and acquisition
of Avon Products, Inc., disclosed by Natura Cosméticos’ Material Facts on May 22, 2019 and October 11, 2019 (“Transaction”).
The decision will likely be published on November 7th, 2019, in the Federal Official Gazette. The decision will not
be final until it is published in the Federal Official Gazette and the 15 day standstill period commencing upon such publication
has expired under applicable law.
As previously disclosed, the consummation
of the Transaction remains subject to the fulfillment of other conditions precedent, including antitrust approval in other applicable
jurisdictions.
The Companies will keep their shareholders
and the market in general updated on the fulfillment of remaining conditions precedent and subsequent facts related to the Transaction
in compliance with applicable law and CVM regulation.
São Paulo, November 6th,
2019.
JOSÉ ANTONIO DE ALMEIDA FILIPPO
Chief Financial and Investor Relations Officer
Avon Products (NYSE:AVP)
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