Natura (NATU3) Controllers Call Shareholder Vote on OPA Waiver for Advent Deal

Controlling shareholders of Natura &Co, the Brazilian cosmetics giant and owner of the Natura and Avon brands, have called for two extraordinary general meetings (AGEs) to be held by August 7, 2026, to vote on waiving the company’s mandatory Public Acquisition Offer (OPA). This critical governance step is required to finalize the new corporate structure following the acquisition of a material stake by U.S. private equity firm Advent International.

The request was made by the company’s controlling block, which holds 38.82% of Natura’s capital, and is directly linked to a binding agreement with the Lotus Fund, managed by Advent International. Advent acquired an 8% stake in Natura on the secondary market in a move announced in March 2026. The key mechanism at play is the company’s bylaws: the acquisition of a significant stake, especially one tied to a binding agreement with the existing controllers, would typically trigger the mandatory OPA requirement to ensure all minority shareholders are given an opportunity to sell their shares at a fair price. By waiving the OPA, the controlling group is seeking to expedite the transition and solidify the new partnership without launching a potentially costly full tender offer.

The stake purchase by Advent International is part of a broader corporate streamlining at Natura &Co (NATU3), which has sharpened its focus on its core Latin American operations. Advent’s entry into the share base is being matched by an increased presence on the company’s board of directors, with the fund entitled to appoint two members, further cementing its influence over strategic decisions. The market is tracking the development against a backdrop of a broadly positive day on the B3, with the benchmark Ibovespa index trading up 0.47% to 177,999.0 points and the iShares MSCI Brazil ETF (EWZ) gaining 0.33%.

Natura’s shares (NATU3) have seen volatility since the initial Advent deal was announced, and last closed at R$8.34, reflecting the ongoing restructuring efforts. The resolution of the OPA waiver is essential for establishing the long-term stability and governance of the post-restructuring company. Investors will be closely watching the outcome of the AGEs on or before the August 7 deadline, as the vote will either validate the new governance arrangement with a major institutional investor or force a complex and costly tender offer that could alter the trajectory of the newly focused Latin American business.