Commission Decision No. 29-M-021/2019:
In the Matter of the Proposed Acquisition by Natura Holdings, S.A.
of Shares in Avon Products, Inc.

ABSTRACT:

The Proposed Transaction involves the acquisition of Avon Products, Inc., a New York corporation (Avon), by Natura Cosméticos S.A. (Natura). A new holding company for the group, Natura Holding S.A (Natura & Co), will wholly own the shares of Natura and Avon post-transaction, as a result of a corporate restructuring to be implemented in the context of the Proposed Transaction.

Upon consummation of the proposed transaction, the Natura shareholders will hold approximately 76.0% of the interests in Natura & Co, and the Avon shareholders will hold approximately 24.0% of the interests in Natura &Co.

Natura & Co’s shares will be listed on the Novo Mercado segment of B3 S.A.–Brasil, Bolsa, Balcão in São Paulo in Brazil. On the other hand, Natura & Co will also have American Depositary Shares evidenced by American Depositary Receipts to be listed on the New York Stock Exchange.

Avon Products, Inc. is a direct selling company in beauty, household, and personal care categories with home base stationed in New York. On the other hand, Natura Group, which includes Natura Cosméticos, Aesop and The Body Shop, is a global personal care cosmetics group headquartered in São Paulo.