Natura &Co shares begin trading on B3

SÃO PAULO, Dec. 18, 2019 /PRNewswire/ -- Natura &Co Holding S.A. (B3: NTCO3) announces that its shares begin trading today on the B3 stock exchange in São Paulo, in the Novo Mercado segment. This marks a major milestone in the corporate restructuring linked to the acquisition of Avon Products, Inc. which will result, upon closing, in the creation of the world's fourth-largest pure-play beauty company.

Holders of Natura Cosméticos (B3: NATU3) received one share of Natura &Co Holding for each share they previously owned. Natura &Co Holding controls Natura, The Body Shop and Aesop and will become Avon's controlling shareholder upon completion of the transaction.

As previously announced, Natura &Co will acquire Avon in an all-share transaction with current shareholders having approximately 76% ownership of the combination, while Avon's shareholders will hold the remaining approximately 24%. Closing of the transaction is conditional upon anti-trust approval in applicable jurisdictions and is expected in the first quarter of 2020.

Once the transaction is completed, Natura &Co's American Depositary Receipts (ADRs) (NTCO – NYSE) will also be listed on the New York Stock Exchange.

Roberto Marques, Executive Chairman of Natura &Co, declared: "Today marks another major milestone in our journey. We are advancing in our governance structure with the creation of Natura &Co Holding, which encompasses all our operational businesses and brands. The listing of the group both on the B3 in São Paulo and on the New York Stock Exchange, will further enhance our corporate governance structure, enabling us to move forward towards creating an unparalleled global direct-to-consumer family of companies, purpose-driven at heart."

About Natura &Co

Natura &Co is a global purpose-driven, multi-channel and multi-brand cosmetics group that is home to Natura, Aesop and The Body Shop, each a trailblazer in the beauty industry. Natura &Co posted net revenues of R$ 13.4 billion in 2018. The three companies are unique in mission and spirit but connected by a common goal of shaping a better world through positive economic, social and environmental impact. Founded in 1969, Natura is a leading Brazilian multinational brand in the cosmetics and personal care sector, and the leader in direct sales. For the past eight years, Natura has been recognized as one of the most ethical companies in the world by Ethisphere Institute, the global leader in defining and developing ethical standards for business conduct. Founded in 1976 by Dame Anita Roddick, in Brighton, England, The Body Shop was created with a vision of being a force for social and environmental good. Australian beauty brand, Aesop, was founded in 1987 with a passion for design, literature, and meticulous attention to detail, efficacy and sensory pleasure.

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.

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 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.

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SOURCE Natura &Co