Natura &Co (B3: NATU3) announces that it is acquiring Avon Products, Inc. 
(NYSE: AVP) in an all-share transaction, creating the fourth-largest pure-play 
beauty group in the world and a major force for good in the industry.

The combination creates a best-in-class multi-brand and multi-channel beauty 
group, with direct connections to consumers on a daily basis. The group will 
hold leading positions in relationship selling through Avon´s and Natura's over 
6.3 million Consultants and Representatives, a global footprint through 3,200 
stores, as well as an expanded digital presence across all companies. The 
combined Group is expected to have annual gross revenues of over US$10 billion, 
over 40,000 associates and be present in 100 countries.

Leveraging its iconic brands, common passion for relationships, and its 
omnichannel capabilities, the expanded group will bring beauty to over 200 
million consumers across the world, anytime, anywhere, every day. By adding 
Avon to a portfolio that already includes Natura, The Body Shop and Aesop, 
Natura &Co will enhance its ability to better serve its different consumer 
profiles and distribution channels and expand into new geographies.

Avon and Natura were both founded by mission-driven individuals, reaching 
customers through a force of independent, primarily female micro-entrepreneurs, 
who act as brand ambassadors and beauty advisors. Avon is an iconic brand with 
a heritage of over 130 years and is the world's leading relationship selling 
beauty platform. Its strong brands across key beauty categories and competitive 
positions in a number of markets give it significant potential for future 
growth. 

Natura &Co expects the combination to result in target synergies estimated at 
US$150 million to US$250 million annually, some of which will be reinvested to 
further enhance capabilities in digital and social selling, research & 
development and brand initiatives and to continue to grow the Group's 
geographic footprint. 

Luiz Seabra, Co-Founder of Natura, declared: "We have always looked at Avon 
with respect and admiration. Natura was founded on its passion for beauty and 
relationships, and today's transaction creates a major force in the 
direct-to-consumer space. Direct selling was a social network before the word 
even existed, and the arrival of technology and globalization only multiplied 
opportunities to connect with consumers in a meaningful way. The peer-to-peer 
sales model is evolving towards social selling and the power of digital allows 
the group to go beyond providing products and advice, and advances women 
empowerment, through financial independence and enhanced self-esteem.  We 
believe that business can be a force for good and together with Avon, we will 
amplify our pioneering efforts to bring social, environmental and economic 
value to an ever-expanding network."

Roberto Marques, Executive Chairman of Natura &Co, declared: "Following the 
acquisitions of Aesop in 2013 and The Body Shop in 2017, Natura & Co is taking 
another exciting, decisive step to build a global, multi-brand, multi-channel, 
purpose-driven Group.  Avon is an amazing company, an iconic brand, with 
passionate associates and over five million Representatives who also believe in 
the power of relationships. Together we will enhance our growing digital 
capabilities, our social network of Consultants and Representatives and 
leverage our global store footprint and distinctive brands, connecting, 
touching and influencing millions of consumers with different profiles daily, 
making our Group unique and creating a formidable platform for growth." 

Jan Zijderveld, CEO of Avon, said: "This combination is the start of an 
exciting new chapter in Avon's 130-year history. It stands as a testament to 
the progress of our efforts to 'Open Up Avon', and we believe it will allow us 
to significantly accelerate our strategy and further expand into the online 
channel. Over the past year, we have started a transformation to strengthen 
Avon's competitiveness by renewing our focus on Her, simplifying our 
operations, and modernizing and digitizing our brand. Together with Natura, we 
will have broader access to innovation and a portfolio of products, a stronger 
e-commerce and digital platform, and improved data and tools for 
Representatives to drive growth and enhance value for shareholders. Further, 
with the support of Natura, we will continue to invest in cutting-edge 
technology to enhance our digital capabilities and productivity for our 
Representatives. Both Avon and Natura are purpose-driven organizations, and the 
combination will enable us to better serve our millions of Representatives, 
leveraging Avon's international presence with the same strongly-held commitment 
to enhancing Her experience and earnings." 

Chan Galbato, Non-Executive Chairman of Avon said: "Our focus has been to 
enhance the Representative experience, accelerate international expansion, 
improve our cost structure, increase financial flexibility, and ultimately 
position the company for long-term growth and success. The Board is committed 
to enhancing value for shareholders and this combination with Natura represents 
a new era of future growth for Avon. The Avon Board is confident that Natura 
will be a powerful partner for the Avon brand, while providing more scale, 
operations and expanded opportunities for employees and Representatives, and 
tremendous upside potential to both sets of shareholders. We are pleased to 
support this transformational combination."

As part of this transaction, a new Brazilian holding company, Natura Holding 
S.A., has been created. Based upon the fixed exchange ratio of 0.300 Natura 
Holding shares for each share of Avon common stock, Natura &Co's shareholders 
will own approximately 76% of the combined company, while Avon common 
shareholders will own approximately 24%. Based on Natura's undisturbed closing 
price on March 21, 2019, one day prior to Natura issuing the Material Fact 
confirming negotiations between Avon and Natura, the transaction represents a 
28% premium to Avon shareholders and implies a 2018 EBITDA multiple of 9.5x or 
5.6x assuming the full impact of Natura's expected synergies.  Based on closing 
prices on May 21, 2019, the transaction values Avon at an enterprise value of 
US$3.7 billion and the combined group would have an enterprise value of 
approximately US$11 billion. Upon closing, Natura Holding S.A.'s stock will be 
listed on B3 with a 55% public float and it will also have ADRs listed on the 
NYSE. Avon shareholders will have the option to receive ADRs traded on the NYSE 
or shares listed on B3. Further information is available in the Material Fact 
which can be accessed through the following link 
https://natu.infoinvest.com.br/ptb/7085/19550_691987.pdf

Upon closing, the Board of Directors of the combined company will consist of 13 
members, 3 of which will be designated by Avon. The transaction remains subject 
to customary closing conditions including approval by both Natura &Co's and 
Avon's shareholders as well as anti-trust authorities in Brazil and certain 
other jurisdictions. Closing is expected in early 2020.

UBS Investment Bank and Morgan Stanley acted as financial advisors to Natura 
&Co. Goldman Sachs acted as financial advisor to Avon and PJT Partners acted as 
financial advisor to members of the Avon Board of Directors. 

Conference Call and Webcast 

NATURA &Co will host a conference call and webcast on Thursday, May 23 at 9:00 
AM BRT, 8:00 AM EST to discuss the transaction.

The conference call can be accessed by dialing +55 11 3193-1001 or +55 11 
2820-4001 for Brazil, +1-646-828-8246 or Toll Free: 1-800-492-3904 for USA and 
Canada and +44 20 7442-5660 or Toll Free 0-808-111-0152 for United Kingdom. The 
confirmation code is Natura. Participants should dial in 10 minutes prior to 
the scheduled start time.

A live webcast of the conference call and associated presentation materials 
will be available in the investor relations section of each company's website 
at http://choruscall.com.br/natura/extramay.htm 

About NATURA &CO

Resulting from the combination of Natura, Aesop and The Body Shop, the 
corporate brand Natura &Co consolidates the creation of a global, multi-channel 
and multi-brand cosmetics group that is driven by purpose. The three companies 
that form the group are committed to generating positive economic, social and 
environmental impact. Founded in 1969, Natura is a Brazilian multinational in 
the cosmetics and personal care segment, leader in direct sales. Founded in 
1976 in Brighton, England, by Anita Roddick, The Body Shop is a global beauty 
brand that seeks to make a positive difference in the world. The Australian 
beauty brand Aesop was established in 1987 with a quest to create a range of 
superlative products for skin, hair and the body.

About Avon Products, Inc.

For 130 years Avon has stood for women: providing innovative, quality beauty 
products which are primarily sold to women, through women. Millions of 
independent Representatives across the world sell iconic Avon brands such as 
Avon Color and ANEW through their social networks, building their own beauty 
businesses on a full- or part-time basis. Avon supports women's empowerment, 
entrepreneurship and well-being and has donated over $1 billion to women's 
causes through Avon and the Avon Foundation. Learn more about Avon and its 
products at www.avonworldwide.com. #Stand4Her.

Media enquiries Natura &Co: 
Marcelo Behar, Corporate Affairs Officer Natura &Co
natura@brunswickgroup.com

Investor Relations Natura &Co:
Viviane Behar de Castro, Investor Relations Director, Natura &Co
RI@natura.net 

Media inquiries Avon:
Natalie Deacon, Executive Director Communications, Avon Products, Inc. 
+ 44(0) 7725 150853
Email: media.enquiries@avon.com  / natalie.deacon@avon.com 

Investor Relations Avon:
Amy Greene, Vice President, Investor Relations, Avon Products, Inc.
+ 001 212 282 5320
Email: amy.greene@avon.com 

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.

SOURCE: Natura &Co