Natura Announces Strategic Investment in Aesop

  Natura Announces Strategic Investment in Aesop

 Natura Gains Highly Complementary Brand with Shared Values, Industry Leading
     Signature Store Expertise, and Exposure to Additional Global Markets

Aesop will Benefit from Natura’s Strong Support for Continued Global Expansion
                 and Access to Complementary R&D Capabilities

Business Wire

SÃO PAULO & MELBOURNE, Australia -- December 20, 2012

Natura Cosméticos S.A. (BM&F Bovespa: NATU 3) (“Natura”), the leading
Brazilian manufacturer and direct seller of cosmetics, toiletries and
fragrances, and Aesop, the Australia-based personal care company, today
announced that they have entered into a definitive agreement, under which
Natura will acquire a 65% stake in Aesop for approximately AUD $68 million in
cash, which includes the anticipated acquisition of Aesop’s distributors.

Established in Melbourne in 1987, Aesop’s mission is to create a range of
superlative products for the skin, hair and body, using both plant-based and
laboratory-made ingredients of the highest quality and proven efficacy. Today,
Aesop operates more than 60 retail locations in 11 countries, and is expected
to generate approximately 64 million AUD in pro-forma sales in the fiscal year
ending June 2013.

Founded in 1969 and headquartered in Brazil, Natura is a world-class wellness
and beauty company that distributes its products through the direct selling
model, which generates income and creates opportunities for more than 1.5
million sales representatives. Natura, the preferred brand in Brazil and one
of the leading brands across Latin America, is widely recognized for the
quality of its products, concepts and services, and for a corporate reputation
that is based on the commitment to sustainability.

The investment by Natura will support Aesop’s current management team as they
accelerate the growth of the brand internationally. Aesop will continue to be
headed by its current Chief Executive Officer, Michael O’Keeffe, and will
remain headquartered in Melbourne. Aesop’s founder, Dennis Paphitis, will
remain involved with the company as an advisor following the close of the
transaction, which is expected to occur shortly, pending customary closing
conditions. Harbert Australia Private Equity will exit its investment in Aesop
as part of this transaction.

Upon closing, Natura and Aesop will continue to operate independently, but
both organizations will be committed to sharing competencies and regional
expertise that longer-term could lead to Aesop potentially entering the
Brazilian market and Natura exploring the concept of signature stores in
select markets.

Alessandro Carlucci, Chief Executive Officer of Natura, said, “We have great
respect for Aesop and are delighted to be partnering with an such an
innovative organization that shares our values, vision and commitment to using
the highest-quality botanical ingredients. The investment in Aesop is
consistent with our long-term strategy of aligning with world-class brands
with strong value propositions, and exposure to markets beyond Latin America.”

Mr. Carlucci continued, “We look forward to supporting Aesop’s talented
management team, led by Michael O’Keeffe, who have created a powerful global
brand and product offering supported by unique and compelling signature stores
and retail environments. We expect to leverage these competencies as we
evaluate expansion into additional markets and seek to build a truly global
brand. Importantly, Natura and Aesop will operate as independent companies and
brands, and Natura remains fully committed to the direct selling channel in
Latin America, which continues to gain market share and expand globally.”

Michael O'Keeffe, Chief Executive Officer of Aesop, said, “We are excited to
partner with Natura, a company with similar brand attributes and a culture
dedicated to improving the lives of its people and communities where it
operates. In addition to shared corporate philosophies and values, we even
feel the Brazilian-Australian fit is just right - both organizations
originated from cultures that celebrate the philosophy of a sound mind in a
healthy body. This is a perfect fit with tremendous potential.”

Mr. O’Keeffe concluded, “Aesop has great momentum, and with Natura’s support
and resources we will be able to accelerate and crystalize our vision. We
recently opened our 61st store, located in San Francisco, California. We are
enthusiastic to beginning this partnership with Natura, share ideas and
knowledge, and further enrich the experiences of our employees and customers.”

Lazard is serving as financial advisor to Natura, and Corrs Chambers Westgarth
and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados are serving as
its legal counsel. Goldman Sachs & Co is serving as financial advisor to
Aesop, Middletons as its legal counsel and Herbert Smith Freehills as legal
advisor to management.

About Natura

Founded in 1969, Natura Cosméticos S.A. (BM&F Bovespa: NATU 3) is a
world-class wellness and beauty company that has a demonstrated, 43-year
commitment to engendering a better world and creating great value across the
economic, social and environmental spectrum.

Based in Brazil, we are the leading direct-selling company in Latin America
with a unique and highly regarded brand, outstanding products, an engaged and
productive d team of 1.5 million consultants, and a proven model of profitable
growth. In 2011, Natura reported $3.4 billion in sales and $0.9 billion in
EBITDA. Enterprise value is approximately $11 billion.

Our vision is that direct selling, supported by information technology and
mobility, together with the best logistic models available, will continue to
be a great distribution channel allowing a close relationship with consumers
and delivering a differentiated service, enabling people to be entrepreneurs
and achieve personal growth as well as financial gains.

About Aesop

Aesop was established in Melbourne in 1987 with a quest to create a range of
superlative products for the skin, hair and body. It is committed to using
both plant-based and laboratory-made ingredients of the highest quality and
proven efficacy. The company’s products are available online and at more than
sixty signature stores internationally across major cities, including Paris,
Tokyo and New York, as well as Aesop counters in some of the world’s finest
department stores.


Burson-Marsteller Brasil
Cinthia Rodrigues, +55 11 3040 2417
Thaís Télis, +55 11 3094 2276
U.S. and Europe
Sard Verbinnen & Co
Drew Brown/Nathaniel Garnick/Jared Levy, +1 212 687 8080
Australia and Asia
Hinton & Associates
+61 3 9600 1979
Angus Urquhart, +61 402 575 684 (mobile)
Felicity Williams, +61 416 770 012 (mobile)
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