Item 8.01 Other Events.
Reference is made to the Agreement and Plan of Mergers, dated May 22, 2019 (as
amended by Amendment Number One to Agreement and Plan of Mergers, dated as of
October 3, 2019, and as further amended by Amendment Number Two to Agreement and
Plan of Mergers, dated as of November 5, 2019, the "Merger Agreement"), among
Avon Products, Inc. (the "Company"), Natura Cosméticos S.A., a corporation
(sociedade anônima) incorporated under the laws of the Federative Republic of
Brazil, Natura &Co Holding S.A., a corporation (sociedade anônima) incorporated
under the laws of the Federative Republic of Brazil ("Natura &Co Holding"),
Nectarine Merger Sub I, Inc., a Delaware corporation, and Nectarine Merger Sub
II, Inc., a Delaware corporation, pursuant to which the Company will become a
wholly owned direct subsidiary of Natura &Co Holding (collectively with the
other transactions contemplated by the Merger Agreement, the "Transaction").
On December 24, 2019, the Company issued a press release announcing that, in
connection with the Transaction, the Board of Directors of the Company approved
a one-time special cash dividend on the Company's common stock and Series C
Preferred Stock (on an as-converted to common stock basis) of $0.01604429 per
share (the "Special Dividend"). The Special Dividend is payable to shareholders
of record as of December 30, 2019 and will be paid on January 6, 2020.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Press Release, dated December 24, 2019, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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