NEW YORK, April 2, 2012 /PRNewswire/ -- Avon Products, Inc.
(NYSE: AVP) today confirmed that it received an unsolicited,
non-binding indication of interest from Coty Inc. to acquire
Avon for $23.25 per share.
Avon's Board of Directors,
consistent with its fiduciary duties, carefully considered an
indication of interest from Coty that was substantially the same as
one made less than two weeks ago. At that time, the Board
concluded, and it still believes, that Coty's indication of
interest is opportunistic and not in the best interest of
Avon's shareholders.
In reaching its conclusion, Avon's Board considered, among other
things:
Strategic direction: The Board of Directors remains
confident in the Company's stand-alone prospects.
Coty's indication of interest substantially undervalues
Avon and is opportunistically
timed: The Avon Board
believes Coty's indication of interest, which offers Avon shareholders only a 20% premium over the
Company's closing share price on March 30,
2012, does not reflect the fundamental value of Avon and its global beauty care
franchise. Indeed, the indication of interest represents a
multiple of only 1.1 times Avon's net revenue for the fiscal year
ended December 31, 2011 and 8.7 times
2011 EBITDA. This is significantly below multiples that the
Board of Directors believes an iconic consumer company is worth in
a change of control transaction.
The completion of the CEO search: Avon is committed to its publicly announced
process of hiring a new CEO and executing against what the Company
believes are its strong long-term prospects. With a new CEO,
Avon's Board firmly believes that
there is greater opportunity to improve shareholder value in excess
of Coty's conditional indication of interest.
Coty's indication of interest does not constitute a real
offer: Coty's indication of interest is non-binding and,
by its own terms, subject to numerous conditions such as financing,
due diligence and the negotiation of a definitive agreement.
Coty's letter to Avon dated
March 30 alludes to the possibility
that, following diligence, Coty reserves the right to raise or
lower its price to acquire Avon. In the final analysis, Coty
is attempting to obtain a "free look" at Avon in the absence of any commitment
whatsoever to close a transaction at any price.
Avon's Board and management are
committed to creating value for shareholders and, in so doing, take
their fiduciary duties and responsibilities very
seriously. The Company remains committed to its publicly
stated path of completing the CEO search and executing against what
it believes are Avon's strong
long-term prospects. Coty's indication of interest of
$23.25 per share does not provide a
compelling reason for Avon to
deviate from its current plans. Under the circumstances,
Avon's Board is convinced that
rejecting Coty's indication of interest is in Avon shareholders' best interests.
Avon, the company for
women, is a leading global beauty company, with over $11 billion in annual revenue. As the world's
largest direct seller, Avon
markets to women in more than 100 countries through approximately
6.4 million active independent Avon Sales Representatives.
Avon's product line includes
beauty products, as well as fashion and home products, and features
such well-recognized brand names as Avon Color, ANEW,
Skin-So-Soft, Advance Techniques, Avon Naturals, and
mark. Learn more about Avon
and its products at www.avoncompany.com.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements in this release that are not historical facts or
information are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Words such as
"estimate," "project," "forecast," "plan," "believe," "may,"
"expect," "anticipate," "intend," "planned," "potential," "can,"
"expectation" and similar expressions, or the negative of those
expressions, may identify forward-looking statements. Such
forward-looking statements are based on management's reasonable
current assumptions and expectations. Such forward-looking
statements involve risks, uncertainties and other factors, which
may cause the actual results, levels of activity, performance or
achievement of Avon to be
materially different from any future results expressed or implied
by such forward-looking statements, and there can be no assurance
that actual results will not differ materially from management's
expectations. Such factors include, among others, the
following:
- our ability to implement the key initiatives of, and realize
the gross and operating margins and projected benefits (in the
amounts and time schedules we expect) from, our global business
strategy, including our multi-year restructuring programs and any
initiatives arising under our long-range business review, product
mix and pricing strategies, Enterprise Resource Planning, customer
service initiatives, sales and operation planning process,
outsourcing strategies, Internet platform and technology
strategies, information technology and related system enhancements
and cash management, tax, foreign currency hedging and risk
management strategies;
- our ability to realize the anticipated benefits (including any
financial projections concerning, for example, future revenue,
profit, cash flow and operating margin increases) from our
multi-year restructuring programs, any initiatives arising under
our long-range business review or other initiatives on the time
schedules or in the amounts that we expect, and our plans to invest
these anticipated benefits ahead of future growth;
- the possibility of business disruption in connection with our
multi-year restructuring programs, long-range business review or
other initiatives;
- our ability to realize sustainable growth from our investments
in our brand and the direct-selling channel;
- our ability to transition our business in North America, including enhancing our Sales
Leadership model and optimizing our product portfolio;
- a general economic downturn, a recession globally or in one or
more of our geographic regions, or sudden disruption in business
conditions, and the ability of our broad-based geographic portfolio
to withstand an economic downturn, recession, cost inflation,
commodity cost pressures, economic or political instability,
competitive or other market pressures or conditions;
- the effect of political, legal, tax and regulatory risks
imposed on us in the United States
and abroad, our operations or our Representatives, including
foreign exchange or other restrictions, adoption, interpretation
and enforcement of foreign laws including any changes thereto, as
well as reviews and investigations by government regulators that
have occurred or may occur from time to time, including, for
example, local regulatory scrutiny in China;
- our ability to effectively manage inventory and implement
initiatives to reduce inventory levels, including the potential
impact on cash flows and obsolescence;
- our ability to achieve growth objectives, particularly in our
largest markets, such as the U.S., and developing and emerging
markets, such as Brazil or
Russia;
- our ability to successfully identify new business opportunities
and identify and analyze acquisition candidates, secure financing
on favorable terms and negotiate and consummate acquisitions as
well as to successfully integrate or manage any acquired
business;
- the challenges to our acquired businesses, such as Silpada,
including the effect of rising costs, macro-economic pressures,
competition, and the impact of declines in expected future cash
flows and growth rates, and a change in the discount rate used to
determine the fair value of expected future cash flows, which have
impacted, and may continue to impact, the estimated fair value of
the recorded goodwill and intangible assets;
- the effect of economic factors, including inflation and
fluctuations in interest rates and currency exchange rates, as well
as the designation of Venezuela as
a highly inflationary economy, foreign exchange restrictions and
the potential effect of such factors on our business, results of
operations and financial condition;
- our ability to successfully transition and evolve our business
in China in connection with the
development and evolution of the direct-selling business in that
market, our ability to operate using a direct-selling model
permitted in that market and our ability to retain and increase the
number of Active Representatives there over a sustained period of
time;
- general economic and business conditions in our markets,
including social, economic and political uncertainties in the
international markets in our portfolio;
- any developments in or consequences of investigations and
compliance reviews, and any litigation related thereto, including
the ongoing internal investigation and compliance reviews of
Foreign Corrupt Practices Act and related U.S. and foreign law
matters in China and additional
countries, as well as any disruption or adverse consequences
resulting from such investigations, reviews, related actions or
litigation;
- key information technology systems, process or site outages and
disruptions;
- disruption in our supply chain or manufacturing and
distribution operations;
- other sudden disruption in business operations beyond our
control as a result of events such as acts of terrorism or war,
natural disasters, pandemic situations, large-scale power outages
and similar events;
- the risk of product or ingredient shortages resulting from our
concentration of sourcing in fewer suppliers;
- the quality, safety and efficacy of our products;
- the success of our research and development activities;
- our ability to attract and retain key personnel;
- competitive uncertainties in our markets, including competition
from companies in the cosmetics, fragrances, skincare and
toiletries industry, some of which are larger than we are and have
greater resources;
- our ability to implement our Sales Leadership program globally,
to generate Representative activity, to increase the number of
consumers served per Representative and their engagement online, to
enhance the Representative and consumer experience and increase
Representative productivity through field activation programs,
execution of Service Model Transformation and other
investments in the direct-selling channel, and to compete with
other direct-selling organizations to recruit, retain and service
Representatives and to continue to innovate the direct-selling
model;
- the impact of the typically seasonal nature of our business,
adverse effect of rising energy, commodity and raw material prices,
changes in market trends, purchasing habits of our consumers and
changes in consumer preferences, particularly given the global
nature of our business and the conduct of our business in primarily
one channel;
- our ability to protect our intellectual property rights;
- the risk of an adverse outcome in any material pending and
future litigations or with respect to the legal status of
Representatives;
- our ratings, our access to cash and short and long-term
financing and ability to secure financing, or financing at
attractive rates;
- the impact of possible pension funding obligations, increased
pension expense and any changes in pension regulations or
interpretations thereof on our cash flow and results of operations;
and
- the impact of changes in tax rates on the value of our deferred
tax assets.
Additional information identifying such factors is contained in
Item 1A of our 2011 Form 10-K for the year ended December 31, 2011. We undertake no obligation to
update any such forward-looking statements.
SOURCE Avon Products, Inc.