SAO PAULO, March 30 - Brazilian cosmetics company Natura said on Monday that Advent International has entered into a binding agreement to buy a minority stake in the firm. According to Natura's securities filing, Advent will acquire between 8% and 10% of the company's shares at an average price target of 9.75 reais per share.
The filing states the purchase will be completed in the secondary market over a six-month period. As part of the agreement, Advent will be entitled to appoint two members to Natura's board of directors.
Board reshuffle and governance proposal
In the same announcement, Natura outlined a significant change to its board composition. Founders Luiz Seabra, Guilherme Leal and Pedro Passos will step down from the board. The company also said that Fabio Barbosa, the chairman and former chief executive, will leave his seat.
Natura has proposed to shareholders that those four former board members be reconstituted as a new advisory board. The company specified that this advisory body would have no decision-making authority. Under the proposal included in the filing, Alessandro Carlucci would assume the role of chairman.
Transaction mechanics and disclosure
All terms reported in the filing indicate the stake acquisition will occur in the secondary market and be phased over six months, with Advent securing the right to add two directors to Natura's board. The average price target cited for the stake is 9.75 reais per share. The filing also provides a dollar-reais reference of $1 = 5.2520 reais.
This announcement covers both the ownership change contemplated by the binding agreement with Advent and the related governance changes Natura is proposing to shareholders.
Context and next steps
The filing positions the Advent transaction and the company board changes as linked items disclosed together. Shareholder consideration of the proposed advisory board structure and the appointment of a new chairman will follow Natura's usual governance and shareholder processes as set out in the securities filing.