Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERG ER-REGISTRY@ec.europa.eu .  EUROPEAN COMMISSION  
Brussels, 13.12.2019  
C(2019 ) 9256 final  
PUBLIC VERSION  
 
To the notifying party  
Subject : Case M. 9445  - Natura Cosméticos /Avon Products  
Commission decision pursuant to Article 6(1)(b) of Council Regulation 
No 139/20041 and Article 57 of the Agreement on the European Economic 
Area2 
Dear Sir or Madam,  
(1) On 8 November 2019 , the European Commission received the notification of a 
proposed concentration pursuant to Article 4 of the Merger Regulation by which 
Natura Holding S.A. (Brazil, ‘Natura  Holding ’) acquires sole control over Avon 
Products, Inc. (United States, ‘Avon’, and together with Natura  Cosméticos S.A. , 
the ‘Parties’) by way of purchase of shares (the ‘Transaction’).3 
1. THE PARTIES  
(2) Natura Cosméticos S.A. ( ‘Natura ’) is a worldwide distributor, seller and marketer of 
beauty and personal care products. Natura is active in the EEA through its 
subsidiaries The Body Shop and Aesop. The Body Shop is a cosmetic and beauty 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation ’). With effect from 1 December 2009,  the Treaty on the 
Functioning of the European Union ( the ‘TFEU ’) has introduced certain changes, such as the replacement 
of ‘Community ’ by ‘Union ’ and ‘common market ’ by ‘internal market’ . The terminology of the TFEU 
will be used throughout this decision.  
2  OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement ’). 
3  Publication in the Official Journal of the European Union No C 389 , 18.11.2019 , p. 20. 
In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and other  
confidential information. The omissions are 
shown thus […] . Where possible the 
information omitted has been replaced by 
ranges of figures or a general description.  
 
 
2 branded retailer, which offers high quality,  naturally -inspired and ethically sourced 
products under its own brand name through a network of owned and franchised 
single -branded stores, as well as e -commerce and, to a limited extent in the United 
Kingdom , direct selling. Aesop sells a range of skin, hair, home and body care 
products through its own branded stores, third party stockists, department stores, 
distributors and e -commerce.  
(3) Avon  is a worldwide manufacturer and marketer of beauty and personal care 
products. Avon sells products through direct -selling , i.e., consultants interacting 
directly with end -consumers. Avon also markets its products through e -commerce 
and, to a limited extent, through decentralized branches, satellite stores and 
boutiques.  
2. THE CONCENTRATION  
(4) The Transaction takes t he form of  an acquisition of sole control over Avon by 
Natura  Holding . On 22 May 2019, the Parties entered into an Agreement and Plan of 
Mergers  (“Merger Agreement”) that sets out the terms and conditions for 
implementing the proposed transaction. Pursuant  to the terms of the Merger 
Agreement, t he Transaction  is accomplished by way of purchase of shares and, upon 
completion , Natura and Avon will become wholly owned subsidiaries of Natura  
Holding .4 The Transaction therefore constitutes a concentration within  the meaning 
of Article 3(1)(b) of the Merger Regulation . 
3. UNION  DIMENSION  
(5) In 2018, Natura and Avon have had a combined aggregate worldwide turnover of 
more than EUR  5 000 million5 (Natura: EUR  3 628 million, Avon: EUR  […] 
million). Each of them has an U nion wide turnover in excess of EUR 250 million 
(Natura: EUR  […] million, Avon: EUR  […] million), but they do not achieve more 
than two -thirds of their aggregate Union -wide turnover within one and the same 
Member State. The Transaction therefore has Union dimension within the meaning 
of Article 1(2) of the Merger Regulation.  
4. MARKET DEFINITION  
(6) The Parties are active  worldwide  in the sales of beauty, personal care and cosmetics 
products. In the EEA, t heir activities overlap across several product categories, 
namely bath and shower products , soaps , hair care products, skin care including 
body, facial  and hand  care products, colour cosmetics, deodorants,  fragrances , men’s 
care products and sun care products . According to Natura , however, the Parties’ 
combined ma rket position s are insignificant with the limited exception of women ’s 
and/or  mass -market fragrances and bath additives in selected Member States.  
                                                 
4  The current shareholders of Natura and Avon will become shareholde rs of Natura Holding: Form CO, 
paragraph 21.  
5  Turnover calculated in accordance with Article 5 of the Merger Regulation.  
 
 
3 4.1. Geographic market definition  
(7) In the past, the Commission has assessed transactions involving the supply of 
beauty, personal care and cosmetics products at national level due to different 
consumer preferences, different prices, differences in the structure and relative 
importance of distribution channels across Member States, as well as the fact that 
price negotia tions and procurement are conducted at national level.6  
(8) Natura submits that the exact geographic market definition for the various 
overlapping product categories can be left open in the present case but 
acknowledged the Commission’s prior practice and provided market data at national 
level.7  
(9) The outcome of the market investigation has confirmed that the relevant geographic 
market for each relevant product category is national in scope.8 In particular, though 
some comments pointed to a possible converge nce in consumer preferences and a 
blurring of distribution patterns due to e -commerce, a clear majority of competitors 
and of wholesalers still consider that the relevant geographic market should be 
defined at national level.9 As a large competitor indicat ed: “[our] market position 
differs from country to country and there are differences in brands’ strengths and 
positioning across countries. Consumers’ preferences in terms of products and 
brands are also different across the European countries, and the for mats of the 
products may vary. Also, product penetration and development varies per 
country ”.10 
(10) In conclusion, based on the information submitted by Natura and the results of the 
market investigation, all relevant markets described in section 4.2. will be a ssessed at 
national level. In any event, the precise geographic market definition can be left open 
since the Transaction does not give rise to serious doubts as to its compatibility with 
the internal market or the functioning of the EEA Agreement under any  plausible 
geographic market definitions, whether comprising the whole of the  EEA, possible 
country clusters or Member State s and Contracting Parties to the EEA Agreement.  
4.2. Product market definition  
(11) At the outset, the Commission inquired during the market i nvestigation into a 
possible segmentation of the supply of beauty, personal care and cosmetics products 
by sales channels, in particular direct selling via consultants due to the focus of 
Avon’s business  on this channel .  
(12) However, the majority of the respo ndents to the market investigation that expressed 
an opinion  indicated that store -based (e.g. own -brand stores, department stores, large 
                                                 
6  Commission’s decision of 16 February 2016, Coty/Procter &  Gamble Beauty Business ( M.7726), 
recital  100 et seq.; Commission decision of 6 June 2011, Colgate Palmolive/Sanex Business (M.6221), 
recitals 28 et seq.; Commission decision of 31 May 2006, L’Oréal/The Body Shop (M.4193), recitals 12 
and 13. The precise d efinition of the geographic market was generally left open.  
7  Form CO, paragraph 135 -136, 143, 151, 158, 164, 170, 175, 180, 189 -192, 204 and.213 -216. 
8  Replies to questionnaire to competitors (Q1), question 13; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 13; Replies to questionnair e to consultants (Q3), question  13. 
9  Idem.  
10  Minutes of a call with a competitor, 4 October 2019, paragraph 7.  
 
 
4 retail stores, etc.), non -store based (e.g. e -commerce) and direct selling (i.e. sales 
through consultants) exercise co mpetitive pressure on each other.11 This is 
specifically the case in the United Kingdom where Natura is also active through 
direct selling, albeit to a limited extent.12 Moreover, the results of the market 
investigation revealed that end -consumers and suppli ers tend to develop multi -
channel purchasing patterns or supplying strategies, respectively.13  
(13) Accordingly, a segmentation by sales channels appears unwarranted. In any event, if 
such a segmentation were accepted, it would not give rise to any significant 
increment in the Parties’ respective market position s given Natura’s limited reliance 
on direct selling in the EEA (i.e., only in the United Kingdom ) and Avon’s limited 
reliance on in -store sales.14 Moreover, most competitors in the supply of beauty, 
person al care and cosmetics products are active online.15  
4.2.1.  Body  Care Products  
(14) Body care products are designed to moisture and nourish the skin of the body 
presented in various formats like body butters, moisturisers or body lotions .16 
(15) In previous decisions,17 the Commission considered that body care products may 
constitute a separate product market . However, the precise market definition was left 
open.  
(16) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant p layers in body care products  and the proposed 
Transaction does not raise concerns under any plausible market definition.18  
                                                 
11  Replies to questionnaire to competitors (Q1), questions 32.1, a comp etitor stated: “Consumers purchase 
these products through direct selling, but also buy through other channels. They take advantage of 
choices/offers/influencers to find the products they like regardless of the channel”.  
12  Replies to questionnaire to comp etitors (Q1), questions 32.1 and 32.2; Replies to questionnaire to 
franchisees, distributors and wholesalers (Q2), questions 32.1 and 32.2; Replies to questionnaire to 
consultants (Q3), questions 32.1 and 32.2.  
13  Replies to questionnaire to competitors (Q 1), question 32; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 32; Replies to questionnaire to consultants (Q3), question 29. 
As a direct selling competitor explained: “[D]irect selling companies usually have a loyal base of 
customers but these customers also purchase products from other companies and in other channels on an 
opportunistic basis or out of curiosity or preference. In the Company’s opinion, direct sellers are 
competing with retailers and other direct sell ing companies. This situation is very relevant for Europe 
where access to both sales channels is easy” (Minutes of a call with a competitor, 7 October 2019, 
paragraph 11). Another competitor also explained that consumers do not make differences between 
distribution channels and that their own customers typically use the different distribution channels to 
purchase the same types of products. Likewise, most competitors tend to develop an “omnichannel” 
strategy to engage with consumers wherever they are likely  to make purchases (Minutes of a call with a 
competitor, 15 October 2019, paragraphs 5 and 8).  
14  According to Natura, The Body Shop’s sales in the direct selling channel in the UK amounted to 
approximately GBP […] (or approximately EUR […]) in 2018, i.e., [10-20]%  of total sales. See Form CO, 
Annex C.3.  
15  At the request of the Commission, Natura provided market shares for the Parties and each relevant product 
categories in a hypothetical  e-commerce segment (see Annex C.1. to the Form CO). The combined market 
shares of the Parties do not give rise to any affected market in any Member States on that basis.  
16  Form CO, paragraphs 139 -141. 
17  Commission decision of 31May 2006, L’Oréal/The Bo dy Shop (M.4193), recitals 8 and 10; Commission 
decision of 17 June 2008, L’Oréal/YSL Beauté (M.5068), recitals 11 to 13.  
 
 
5 (17) The outcome of the market investigation confirmed that body care products 
constitute a separate product market.19  
(18) In any event, based  on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to body care products  at a 
national level. Moreover, the majority of the respondents to the market investigation 
that expressed a n opinio n indicated that the Transaction will have either no impact or 
will have a positive impact on body care products .20 Therefore, body care products  
will not be further assessed in this decision.  
(19) In conclusion , based on  the information available to the Commission, the precise 
product market definition for body care products  can be left open since the 
Transaction does not give rise to serious doubts as to its compatibility with the 
internal market  or the functioning of th e EEA Agreement  under any plausible 
product market definition  whether comprising all skin care products together (e.g. 
body care, facial care, moisturisers and treatments, lip care, or hand care) or body 
care products alone .  
4.2.2.  Facial care products  
(20) Facial  care products are designed to deliver a certain level of care specific for the 
skin of the face. They tend to have formulations different to other categories of skin 
care, like the ones used to counteract the effects of ageing . In particular, face care 
produ cts tend to be used to counteract the effects of ageing and are sold at a 
premium when compared with other types of skin care products. Consumers also 
tend to be more brand sensitive than is the case in other categories of skin care.21 
(21) In previous decisions ,22 the Commission considered that face care products may 
constitute a separate product market . However, t he precise market definition was left 
open.23 
(22) Natura  submits that the exact product market definition may be left open as the 
Parties are not significan t players in face care products  and the proposed Transaction 
does not raise concerns under any plausible market definition.24  
(23) The outcome of the market investigation confirmed that facial care products 
constitute a separate product market.25  
                                                                                                                                                      
18  Form CO, paragraph 142.  
19  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
20  Replies to questionnaire to competitors (Q1), questions 34 and 35; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 34 and 35; Replies to questionnaire to consultants (Q3), 
questions 31 and 32.  
21  Form CO, paragraphs 145. Commission decision of 17 November 2010, Unilever /Sara Lee Body Care 
(M.5658), recital 1244.  
22  Commission decision of 16 February 2016, Coty/Procter & Gamble Beauty Business ( M.7726), 
recitals  24 et seq.; Commission decision of 31May 2006, L’Oréal/The Body Shop  (M.4193), recitals 9 
and 10; Commission decision of 17 June 2008, L’Oréal/YSL Beaute (M.5068), recitals 11 to 13.  
23  Commission decision of 17 November 2010, Unilever/ Sara Lee Body Care (M.5658), recital 1247 -1249.  
24  Form CO, paragraph 150.  
 
 
6 (24) In any event, based on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to face care products at a 
national level. Moreover, the majority of the respondents to the market investigation 
that expressed a view indicated that the Transaction will have no impact or a positive 
impact on face care products.26 Therefore, face care products will not be further 
assessed in this Decision.  
(25) In conclusion, based on the information available to the Commissio n and the results 
of the market investigation, the precise product market definition for face care 
products  can be left open since the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the functioning of t he EEA 
Agreement under any plausible product market definition , whether  comprising  all 
skin care products together (e.g. body care, facial care, moisturisers and treatments, 
lip care, or hand care) or facial care products alone.  
4.2.3.  Hand care products  
(26) Hand car e products are designed to prevent the skin of the hands to become dry or 
chapped, whilst minimising greasiness.27 
(27) In previous decisions,28 the Commission considered that hand care products may 
constitute a separate product market. However, t he precise marke t definition was left 
open.29 
(28) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in hand care products and the proposed 
Transaction does not raise concerns under any plausible market definitio n.30  
(29) The outcome of the market investigation confirmed that hand care products 
constitute a separate product market.31  
(30) In any event, based on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to hand  care products at a 
national level. Moreover, the majority of the respondents to the market investigation 
that expressed a view indicated that the Transaction will have  no impact or a positive  
impact  on hand  care products.32 Therefore, hand  care products will not be further 
assessed in this Decision.  
                                                                                                                                                      
25  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
26  Replies to questionnaire to competitors (Q1), question 34; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31. 
27  Form CO, paragraphs 160 -162. 
28  Commission decision of 31May 2006, L’Oréal/The Body Shop (M.4193), recitals 8 and 10; Commission 
decision of 17 June 2008, L’Oréal/YSL Beauté (M.5068), recitals 11 to 13.  
29  Commission decision of 17 November 2010, Un ilever/Sara Lee Body Care (M.5658), recital 1247 -1249.  
30  Form CO, paragraph 163.  
31  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
32  Replies to questionnaire to competitors (Q1), question 34; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31.  
 
 
7 (31) In conclusion, based on the information available to the Commission and the results 
of the market investigation, the precis e product market definition for hand  care 
products can be left open since the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible product market defin ition, whether comprising all 
skin care products together (e.g. body care, facial care, moisturisers and treatments, 
lip care, or hand care) or hand care products alone .  
4.2.4.  Hair care products  
(32) Hair care products include all products that clean, condition, re pair or style the hair. 
They can be found in the form of gels, creams of foams.33 
(33) In a previous decision,34 the Commission considered that hair care products may 
constitute a separate product market. Further segmentation of h air care products into 
shampoos, conditioners, and treatments, styling products and colorants and by 
distribution channels (hairdresser/general retailing)  was also considered . However, 
the precise market definition was left open.35  
(34) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in hair care products  irrespective of possible sub -
segmentations,  and the proposed Transaction does not raise concerns under any 
plausible market definition.36  
(35) The outcome of the market investigation confirmed that hair care products constitute 
a separate product market.37  
(36) In any event, based on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets wi th regard to hair care products at a 
national level. Moreover, the majority of the respondents to the market investigation 
that expressed a view indicated that the Transaction will have no impact or a positive  
impact  on hair care products.38 Therefore, hair care products will not be further 
assessed in this Decision.  
(37) In conclusion, based on the information available to the Commission and the results 
of the market investigation, the precise product market definition for hair care 
products  can be left open sin ce the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible product market definition , whether comprising all 
hair care products together (e.g. shampoo s, conditioners and treatments, styling 
products or colorants) or these products separately .  
                                                 
33  Form CO, p aragraph 152.  
34  Commission decision of 31 May 2006, L’Oréal/The Body Shop (M.4193), recital 9.  
35  Commission decision of 31 May 2006, L’Oréal/The Body Shop (M.4193), recital 10.  
36  Form CO, paragraph 157.  
37  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
38  Replies to questionnaire to competitors (Q1), question 34; Replies to questionnaire to franchis ees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31.  
 
 
8 4.2.5.  Soaps  
(38) Soaps are made either through a compound of natural oil or fats with sodium 
hydroxide (or an alternative strong alkali) or by adding a detergent agent to a  water 
solution. Soaps are used, with water, for cleaning skin and commonly contain 
ingredients which scent the skin after washing .39 
(39) In previous decisions,40 the Commission considered that soaps may constitute a 
separate product market, including.  Further segmentation between different formats  
was also considered  but the precise market definition w as ultimately left open .41  
(40) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in soaps  irrespective of possible sub -
segmentations,  and the proposed Transaction does not raise concerns under any 
plausible market definition.42  
(41) The outcome of the market investigation confirmed that soaps constitute a separate 
product market.43  
(42) In any event, based  on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to soaps  at a national level. 
Moreover, the majority of the respondents to the market investigation that expressed 
a view indicated that the Transaction will have no impact or a positive impact on 
soaps .44 Therefore, soaps  will not be further assessed in this Decision.  
(43) In conclusion, based on the information available to the Commission and the results 
of the market investigation, the precise  product market definition for soaps  can be 
left open since the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any plausible product market definition , whether  comprising all bath and 
shower products together (e.g. bath additives, body wash, shower gel, liquid soap or 
spa and body treatments) or soaps alone .  
4.2.6.  Sun care products  
(44) Sun care products include all products designed for moisturising and protecting the 
skin from the sun (sun protectors), hydrating and repairing the skin after sun 
exposure (after -sun products) and products that temporarily colour the skin through 
the application of a colour additive that simulate a tan (self -tanning products) .45 
                                                 
39  Form CO, paragraph 166.  
40  Commission decision of 6 June 2011, Colgate Palmolive/Sanex Business (M.6221), recitals 23 -25; 
Commission decision  of 30 July 2008, CapMan/Litorina/Cederroth (M.5230), recitals 12 and 13.  
41  Idem footnote 39.  
42  Form CO, paragraph 169.  
43  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2 ), question 5; Replies to questionnaire to consultants (Q3), question 5.  
44  Replies to questionnaire to competitors (Q1), question 34; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31.  
45  Form CO, paragraphs 172.  
 
 
9 (45) In a previous decision,46 the Commission considered that sun care products may 
constitute a separate product market. However, t he precise market definition was left 
open.47  
(46) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in sun care products and the proposed Transaction 
does not raise concerns under any plausible market definition.48  
(47) The outcome of the market investigation confirmed that sun care products constitute 
a separate product market.49 
(48) In any event, based on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to sun care products at a 
national level. Moreover, the majority of the respondents to the market investigation 
that ex pressed a view indicated that the Transaction will have no impact or a positive  
impact  on sun care products.50 Therefore, sun care products will not be further 
assessed in this Decision.  
(49) In conclusion, based on the information available to the Commission an d the results 
of the market investigation, the precise product market definition for sun care 
products can be left open since the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the functioning of the EE A 
Agreement under any plausible product market definition , whether comprising all 
sun care products together (e.g. sun protectors, after -sun products or self -tanning 
products) or these products separately.   
4.2.7.  Men’s care products  
(50) Men's care segment includes m ale grooming products and specifically all products 
intended to treat skin, either before or after shaving.51 
(51) In previous decisions,52 the Commission considered that men's care products may  
constitute a separate product market. However, t he precise market definition was left 
open.53  
(52) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in men's  care products and the proposed 
Transaction does not raise concerns under any plausible market definitio n.54  
                                                 
46  Commission decision of 31May 2006, L’Oréal/The Body Shop (M.4193), recital 9.  
47  Commission decision of 31May 2006, L’Oréal/The Body Shop (M.4193), recital 10.  
48  Form CO, paragraph 17.  
49  Repli es to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
50  Replies to questionnaire to competitors (Q1), question  34; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31.  
51  Form CO, paragraphs 177 -178. 
52  Commission decision of 31May 2006, L’Oréal/The Body Shop (M.4193), r ecitals 8 and 9; Commission 
decision of 17 November 2010, Unilever / Sara Lee Body Care (M.5658), recital 1319 -1323.  
53  Commission decision of 17 November 2010, Unilever / Sara Lee Body Care (M.5658), recital 1324.  
54  Form CO, paragraph 179.  
 
 
10 (53) The outcome of the market investigation confirmed that men’s care products 
constitute a separate product market.55  
(54) In any event, based on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to men's  care products at a 
national level. Moreover, the majority of the respondents to the market investigation 
that expressed a view indicated that the Transaction will hav e no impact or a positive 
impact on men's  care products.56 Therefore, men's  care products will not be further 
assessed in this Decision.  
(55) In conclusion, based on the information available to the Commission and the results 
of the market investigation, the pre cise product market definition for men's  care 
products can be left open since the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement under any plausible product market d efinition , whether comprising all 
men’s care products together (e.g. perfumes and aftershaves, shaving foams or 
grooming products) or these products separately .  
4.2.8.  Colour cosmetics  
(56) Colour cosmetics are products applied to alter a person’s appearance without 
affecting the body’s structure or functions. These include products that are applied 
to: (i) lips, such as lipstick or lip liner; (ii) the face, such as foundation, make -up or 
blusher; (iii) eyes, such as mascaras, eye shadows and eye liners; and (iv) nail s, such 
as nail polish .57 
(57) In previous decisions,58 the Commission considered that colour cosmetics may  
constitute a separate product market. Further segmentation of c olour cosmetics in 
colour cosmetics for lips, face, eyes and nails and by mass and prestige products  
were considered ; in the end, t he precise market definition was left open.59  
(58) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in colour cosmetics  irrespective of possible sub -
segmen tations, and the proposed Transaction does not raise concerns under any 
plausible market definition.60  
(59) The outcome of the market investigation confirmed that colour cosmetics constitute 
a separate product market.61  
(60) In any event, based on the information pr ovided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to colour cosmetics  at a 
                                                 
55  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
56  Replies to questionnaire to competitors (Q1), question 34; R eplies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31.  
57  Form CO, paragraphs 182.  
58  Commission decision of 31May 2006, L’Oréal/The Body Shop (M.4193), recitals 8 and 9.  
59  Commission decision of 31 May 2006, L’Oréal/The Body Shop (M.4193), recital 10; Commission 
decision of 16 February 2016, Coty/Procter & Gamble Beauty Business (M.7726), recitals 53 -71. 
60  Form CO, paragraph 188.  
61  Replies to questionnaire to com petitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
 
 
11 national level. Moreover, the majority of the respondents to the market investigation 
that expressed a view indicated that the Transac tion will have no impact or a positive 
impact on colour cosmetics .62 Therefore, colour cosmetics will not be further 
assessed in this Decision.  
(61) In conclusion, based on the information available to the Commission and the results 
of the market investigation, the precise product market definition for body care 
products  colour cosmetics  can be left open since the Transaction does not give rise to 
serious doubts as to its compatibility with the internal market  or the functioning of 
the EEA Agreement  under any pla usible product market definition , whether 
comprising all colour cosmetics together (e.g. lip cosmetics, face cosmetics, eye 
cosmetics or nail cosmetics) or these products separately .  
4.2.9.  Deodorants  
(62) Deodorants are products that minimise or eliminate the negat ive effects of sweating 
through control of odour and/or dampness. Products are often differentiated 
according to gender with the majority of brands offering male and female variants.  
Deodorants ar e sold in a variety of formats, namely contact (such as  roll-ons, 
creams, sticks, or wipes) and non-contact forms (such as aerosols/sprays ).63  
(63) In previous decisions,64 the Commission analysed a market for all types of 
deodorants but has also considered narrower segments  based on : (i) gender 
differentiation ( male and  non-male deodorants ); and (ii) format differentiation . 
However, t he precise market definition was generally left open .65  
(64) Natura  submits that the exact product market definition may be left open as the 
Parties are not significant players in deodorants  irrespective of possible sub -
segmentations,  and the proposed Transaction does not raise concerns under any 
plausible market definition.66  
(65) The outcome of the market investigation confirmed that deodorants constitute a 
separate product market.67  
(66) In any event, ba sed on the information provided by Natura , the activities of the 
Parties do not give rise to affected markets with regard to deodorants  at a national 
level. Moreover, the majority of the respondents to the market investigation that 
                                                 
62  Replies to questionnaire to competitors (Q1), question 34; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 34; Replies to questionnaire to consultants (Q3), question 31.  
63  Form CO, paragraphs 194 -195 and Commission decision of 17 November 2010, Unilever/Sara Lee 
(M.5658), recital 19.  
64  Commission decision of 17 November 2010, Unilever/Sara Lee (M.5658), recitals 36 -142. See also 
Commission decision of 6 June 2011 Colgate Palmolive/Sanex Business (M.6221).  
65  Commission decision of 16 February 2016, Coty/Procter & Gamble Beauty Business  (M.7726), 
recital  109. 
66  Form CO, paragraph 203.  
67  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question 5.  
 
 
12 expressed a view indicat ed that the Transaction will have no impact or a positive on 
deodorants .68 Therefore, deodorants  will not be further assessed in this Decision.  
(67) In conclusion, based on the information available to the Commission and the results 
of the market investigation, the precise product market definition for deodorants  can 
be left open since the Transaction does not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any plausible product market def inition , whether comprising all deodorants 
together (irrespective of gender or format differentiation) or separately .  
4.2.10.  Fragrances  
(68) Fragrances are liquid products applied on the skin directly or via a spray dispenser to 
impart a chosen scent. The scent derives from an aromatic compound, which is 
dissolved in a solvent typically ethanol or an ethanol and water mixture. Fragrances 
supplied by the Parties include aftershave, eau de toilette, eau de parfum, fragrance 
mist and perfume.69 
4.2.10.1.  The Commission’s prece dents  
(69) In previous decisions,70 the Commission considered that fragrances  may constitute a 
separate product market. The Commission also considered a further segment ation  
into mass and prestige  fragrances71 and, by gender , into male and female 
fragrances.72 The Commission has also considered a possible segmentation for mass 
products by the type of retail outlet (speciality stores, supermarkets, pharmacies, 
etc.).73 The precise market definition regarding fragrances was however left open.74  
4.2.10.2.  Natura ’s views  
(70) Natura  agrees that fragrances constitute a separate product market . However, it 
submits that th is market should not be further segmented into mass, prestige or 
“masstige ”75 because all products compete across a single continuum.76  
                                                 
68  Replies to questionnaire to competitors (Q1), questions 34 and 35; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 34 and 35; Replies to questionnaire to consultants (Q3), 
questions 31 and 32.  
69  Form CO, paragraph 206. 
70  Commission decision of 16 February 2016, Coty/Procter & Gamble Beauty Business ( M.7726), 
recitals  24 et seq.; Commission decision of 31 May 2006, L’Oréal/The Body Shop (M.4193), recitals 9 
and 10; Commission decision of 17 June 2008, L’Oréal/YSL Be aute (M.5068), recitals 11 to 13.  
71  Commission decision of 17 June 2008, L’Oréal/YSL Beaute (M.5068), recital 10. The question was left 
open in Commission’s decision of 16 February 2016, Coty/Procter & Gamble Beauty Business (M.7726), 
recital 37.  
72  Commi ssion decision of 16 February 2016, Coty/Procter & Gamble Beauty Business ( M.7726), 
recitals  43 and 44.  
73  Commission decision of 7 April 2005, AS Watson/Marionnaud (M.3716), recital 6.  
74  Commission decision of 16 February 2016, Coty/Procter & Gamble Beauty Business (M.7726), recital 46.  
75  The term “masstige” is used to describe products displaying some of the marketing characteristics of 
prestige products and some of mass products.  
76  Form CO, paragraph 91 et seq.  
 
 
13 (71) In any event, Natura  submits tha t the exact product market definition may be left 
open as the Parties are not significant players in fragrances and the proposed 
Transaction does not raise concerns under any alternative market definition.77  
4.2.10.3.  The Commission’s assessment  
(72) The market investigation confirmed the segmentation of beauty and personal care 
products by categories based on  substitutability  considerations  in terms of price or 
product characteristics , including with respect to fragrances. The majority of 
respondents that expressed an opinion  indicated that there is a distinct  market for 
fragrances and that within this market there are separate market  segments  for male 
and female fragrances due to different price points, different target audience, 
different shelf space  and different visual appearance.78 
(73) With regard to the differentiation between mass and prestige fragrances, the majority 
of respondents that expressed on opinion  indicated that a distinction between mass 
and prestige fragrances  is appropriate .79 Concerning ‘masstige ’ products, the market 
investigation was inconclusive. The majority of respondents indicated that the price 
difference between ‘masstige ’ products and mass and between ‘masstige ’ and 
prestige products was more than 25%  each.80 However, while the ma jority of the 
Parties’ competitors and consultants considered ‘masstige’ products part of the mass 
market;81 the majority of wholesalers/franchisees that expressed a view considered 
‘masstige’ products as a separate product market.82  
(74) In any event, Natura  submits that “ even if there was a plausible “masstige” segment 
[…] Avon would be still be considered a mass market player ”, while Aesop and The 
Body Shop would have a more premium offering ,83 i.e., there would be no overlap 
between the Parties. The different positioning of Natura and Avon was confirmed by 
the market investigation. A  wholesaler indicated : “Aesop is masstige with some 
prestige touch […] Body shop is masstige […] Avon is […] mass cosmetics ”;84 and a 
competitor stated that “ Avon occupies the mass s egment, The Body Shop retails 
masstige products, and Aesop sells products ranging from entry premium (facial 
moisturizers, for example) to premium (such as deodorants and toothpaste) .”85 
(75) At the end , based on the information provided by Natura , the activities of the Parties 
only give rise to affected markets with regard to mass fragrances and mass 
                                                 
77  Form CO, paragraph 212.  
78  Replie s to questionnaire to competitors (Q1), questions 5 and 12; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 5 and12; Replies to questionnaire to consultants (Q3), 
questions 5 and 12.  
79  Replies to questionnaire to comp etitors (Q1), question 6; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 6; Replies to questionnaire to consultants (Q3), question 6.  
80  Replies to questionnaire to competitors (Q1), questions 9.1 and 9.2; Replies to q uestionnaire to 
franchisees, distributors and wholesalers (Q2), questions 9.1 and 9.2; Replies to questionnaire to 
consultants (Q3), questions 9.1 and 9.2.  
81  Replies to questionnaire to competitors (Q1), question 7; Replies to questionnaire to consultants  (Q3), 
question 7.  
82  Replies to questionnaire to franchisees, distributors and wholesalers (Q2), question 7.  
83  Form CO, paragraphs 94 and 105.  
84  Replies to questionnaire to franchisees, distributors and wholesalers (Q2), question 7.1.  
85  Minutes of the interview with a competitor of 7 October 2019.  
 
 
14 fragrances for women in certain EEA Member States. As a result, only these 
segments will be further assessed in Section 5 of this Decision.  
4.2.10.4.  Conclusion  
(76)  The precise product market definition can be left open since the Transaction does 
not give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any plausible product market definition.  
4.2.11.  Bath and Shower products  
(77) Bath and shower products contain emulsions of water, with a detergent base, that is 
used to cleanse the skin. These products commonly contain fragrances or 
moisturising ingredients.  
(78) Bath additives include a wide range of products such  as foams, gels, oils, crème, 
bubble bath, pearls and beads, bath milk, bath salts and bath bombs; they consist of 
minerals or oils that are added to bathwater, also as a means of cleansing and 
rejuvenating the skin.  
4.2.11.1.  The Commission’s precedents  
(79) In previo us decisions, the Commission considered that bath and shower products 
may constitute a separate product market.86 The Commission also considered a 
further segmentation between bath products and shower products (in certain member 
states),87 and a further segm entation by gender into male shower gels.88 The 
Commission has also considered a possible segmentation for mass products by the 
type of retail outlet (speciality stores, supermarkets, pharmacies, etc.).89 However, 
the precise market definition was left open.  
4.2.11.2.  Natura ’s views  
(80) In line with Commission’s precedents, Natura  acknowledge s a distinct bath and 
shower product market but does not consider appropriate to  consider any further 
segmentations. In particular, Natura claims that bath additives offer the consumer  the 
same core properties as bath and shower products (i.e. cleansing, fragrance).90 
4.2.11.3.  The Commission’s assessment  
(81) The market investigation confirmed the segmentation of beauty and personal care 
products by categories based on  substitutability  considerations  in terms of price or 
product characteristics, including with respect to bath and shower products. The 
majority of respondents that expressed an opinion  indicated that there is a separate 
                                                 
86  Commission decision of 17 November 2010, Unilever/ Sara Lee Body Care (M.5658), recital 1083.  
87  Commission decision of 17 November 2010, Unilever/ Sara Lee Body Care ( M.5658), recitals  1070 -1076. 
The questio n was left open in M.7726 – Coty/Procter & Gamble Beauty Business , 2016, 
paragraphs  80-81. 
88  Commission decision of 31May 2006, L’Oréal/The Body Shop (M.4193), recital 9. The question was left 
open in Commission’s decision of 17 November 2010, Unilever / Sara Lee Body Care (M.5658),  
recitals  1077 -1083.  
89  Commission decision of 7 April 2005, AS Watson/Marionnaud (M.3716), recital 6.  
90  Form CO, paragraphs 122 -134. 
 
 
15 market for bath and shower products.91 In contrast, the majority of r espondents that 
expressed an opinion  indicated that bath additives are part of a broader bath and 
shower product market.92 
(82) Based on the information provided by Natura , the activities of the Parties do not give 
rise to affected markets with regard to bath an d shower products at a national level. 
Affected markets would only arise in certain EEA Member States when considering 
specifically the hypothetical segment of bath additives. As a result, notably in view 
of the high reported market shares of the Parties, only that segment will be further 
assessed in Section 5 of this Decision.  
4.2.11.4.  Conclusion  
(83) The precise product market definition can be left open since the Transaction does not 
give rise to serious doubts as to its compatibility with the internal market or the 
functioning of the EEA Agreement under any plausible product market definition.  
5. COMPETITIVE ASSESSMEN T 
(84) The Transaction give s rise to horizontally affected markets in two segments of the 
fragrances  market , namely mass fragrance s and mass fragrances for women. For the 
sake of completeness  and in view of the Parties’ high reported market shares , the 
Commission will also assess a hypothetical  market for bath additives within bath and 
shower products . 
5.1. Fragrances  
(85) The overlaps between the  Parties’ activities give rise to affected markets: (i) for 
mass -market (or simply “mass”)  fragrances in Hungary, Poland, Romania and the 
United Kingdom; and (ii) for mass fragrances for women in Greece, Hungary, 
Poland, Romania and the United Kingdom.  No affected markets arise in other 
Member States, clusters of Member States or at EEA level in relation to mass 
fragrances, mass fragrances for women or fragrances in general, including other 
possible segments.  
5.1.1.  Natura ’s views  
(86) Natura  submits that there are no  affected markets in the overall market for fragrances 
or in narrower sub -segments given that  Avon sells mass -market fragrances, while  
Natura  primarily sells its own branded fragrances through Aesop and The Body 
Shop, which are positioned at different/ higher price points . Thus,  there would be no 
overlap between the  activities  of the Parties .  
(87) Nonetheless, the Parties provide market share data based on Euromonitor  data,93 
which classifies Aesop’s and The Body Shop’s sales of fragrances as mas s-market 
                                                 
91  Replies to questionnaire to competitors (Q1), question 5; Replies to questionnaire to fran chisees, 
distributors and wholesalers (Q2), question 5; Replies to questionnaire to consultants (Q3), question  5. 
92  Replies to questionnaire to competitors (Q1), question 10; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), ques tion 10; Replies to questionnaire to consultants (Q3), question  10. 
 
 
16 products. Natura  consider s that, even on the basis of Euromonitor data,  the 
Transaction would not give rise to any competition concerns because  the Parties are 
not close competitors ; the market is highly fragmented and the merged entity will 
continue to face f ierce competition from a range of competitors. Thus,  consumers 
will continue to have considerable choice post -transaction.  
5.1.2.  The Commission’s assessment  
5.1.2.1.  Mass -market fragrances  
(88) The activities of the Parties in the  plausible  market for mass fragrances give ris e to 
horizontally affected markets  in Hungary, Poland, Romania and the United 
Kingdom ; however, the Commission c onsiders that the Transaction is  unlikely to 
raise serious doubts for the following reasons.  
(89) First, Natura is a small player in mass -market fragrances. The Transaction gives rise 
to very limited increments (less than [0-5]%) of Avon’s market shares in Hungary, 
Poland and Romania and to a moderate increment of [5-10]%  in the United 
Kingdom. After the Tran saction the combined market shares of the Parties will be as 
follows : (i) in Hungary , [20-30]% , with an increment of [0-5]%; (ii) in  Poland , 
[20-30]% , with an increment of  [0-5]%; (iii) in  Romania , [30-40]% , with an 
increment of  [0-5]%; and (iv) in  the United Kingdom , [20-30]% , with an increment 
of [5-10]% . The Commission has no indications on the file that would hint at a 
significant change of the market shares of the Parties  in the future . 
(90) Second, the data provided by the Parties and the results of the ma rket investigation 
indicate that the competitive landscape in the market for mass fragrances is 
characterised by a number of strong global players, which are active across the EEA 
and in the national affected markets.  
(a) In Hungary , the merged entity will co ntinue to face strong competitive 
pressure from the number one competitor of Avon in mass -market 
fragrances, Coty ( [20-30]% ). Moreover, Yves Rocher and Puig will remain 
significant sources of competitive constraint for the merged entity. According 
to 2018 Euromonitor data, these two competitors had market shares 
considerably higher than Natura’s share  ([0-5]%). Furthermore, the merged 
entity will also continue to face competition from L’Oréal and other smaller 
competitors  (e.g. Oriflame, Procter & Gamble, U nilever)94 that in 2018 
represented together [50-60]%  of the mass -market fragrances at a national 
level.  
(b) In Poland , the merged entity will continue to face strong competitive pressure 
from the number one competitor of Avon in mass -market fragrances, 
Coty  ([20-30]%) . Moreover, Yves Rocher and L’Oréal will remain 
significant sources of competitive constraint for the merged entity. According 
to 2018 Euromonitor data, these two competitors had market shares 
                                                                                                                                                      
93  The Commission has previously used data compiled by Euromonitor when assessing transactions in the 
market for fragrances (Commission decision of 30 July 2003, Procter & Gamble /Wella  (M.3149), 
footnote  15; Commission decision of 16 February 2016, Coty/Procter & Gamble Beauty Business 
(M.7726), recitals 127 to 139).  
94  Replies to questionnaire to competitors (Q1), question 15.1.  
 
 
17 considerably higher than Natura’s share  ([0-5]%) . Fur thermore, the merged 
entity will also continue to face competition from Puig and other smaller 
competitors (e.g. Oriflame, La Rive)95 that in 2018 represented together 
[40-50]%  of the mass -market fragrances at a national level.  
(c) In Romania , the merged entity  will continue to face strong competitive 
pressure from the number one competitor of Avon in mass -market 
fragrances, Coty ( [10-20]%). Moreover, Yves Rocher, L’Oréal and Puig will 
remain significant sources of competitive constraint for the merged entity. 
According to 2018 Euromonitor data, these two competitors had market 
shares considerably higher than Natura’s share  ([0-5]%) . Furthermore, the 
merged entity will also continue to face competition from other smaller 
competitors (e.g. Oriflame)96 that in 2018 represented together [40-50]%  of 
the mass -market fragrances at a national level.  
(d) In the United Kingdom , the merged entity will continue to face strong 
competitive pressure from the number one competitor of Avon in mass -
market fragrances, Coty ([10-20]%) . Moreover, the merged entity will also 
continue to face competition from other smaller competitors (e.g. Oriflame, 
Unilever, Revlon)97 that in 2018 represented together [50-60]%  of the mass -
market fragrances at a national level.  
(91) Moreover , the majority of the respondents that expressed an opinion  in the market 
investigation  on this point  indicated that competition takes place at brand level.98 In 
that respect, a  competitor stated that ‘ Customers buy a brand or a product without 
knowing which supplier it belongs to.’99 Hence, on the supply side, competition is 
more intense than apparent from the number of suppliers and, on the demand side, 
choice is available among a variety of brands irrespective of the suppliers. Moreover, 
the majority of the respondents to the m arket investigation that expressed an opinion 
indicated that customers regularly switch brands or they do not have particular brand 
loyalty to mass -market fragrances.100 
(92) Third, Natura  claims that the Parties are not close competitors  in terms of brand 
positi oning, pricing, or sales channels . This is confirmed by the market investigation 
since  the majority of the respondents that expressed an opinion  did not identif y 
Natura (including The Body Shop and Aesop) as a main competitor of Avon in 
Hungary, Poland, Ro mania or the United Kingdom.101  
(93) Fourth , as regards barriers to entry, the market investigation pointed to the  time and 
costs required to build a significant market presence in terms of marketing and 
                                                 
95  Replies to questionnaire to competitors (Q1), question  15.1.  
96  Replies to questionnaire to competitors (Q1), question 15.1.  
97  Replies to questionnaire to competitors (Q1), question 15.1.  
98  Replies to questionnaire to competitors (Q1), question 14; Replies to questionnaire to franchisees, 
distributors and w holesalers (Q2), question 14; Replies to questionnaire to consultants (Q3), question 14.  
99  Replies to questionnaire to competitors (Q1), question 14.1.  
100  Replies to questionnaire to competitors (Q1), question 18; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 18; Replies to questionnaire to consultants (Q3), question 18.  
101  Replies to questionnaire to competitors (Q1), questions 16.1 and 17.1; Replies to questionnaire to 
franchisees, distributors and wholesalers (Q2),  questions 16.1 and 17.1; Replies to questionnaire to 
consultants (Q3), questions 16.1 and 17.1.  
 
 
18 distribution ;102 however, in the last 5 years there have bee n new entries in the market 
of mass fragrances in all the affected markets, i.e. Hungary, Poland, Romania and 
the United Kingdom.103 
(94) Sixth, the majority of the respondents to the market investigation that expressed a 
view indicated that the Transaction will have no impact or a positive impact for 
fragrances in terms of price, quality and/or choice, as well as in terms of 
innovation.104 
(95) Therefore, based on  the information available to the Commission and in view of the 
results of the market investigation, Commiss ion considers that, with regard to the 
market of mass fragrances in Hungary, Poland, Romania and the United Kingdom, 
the Transaction does not give rise to serious doubts as to its compatibility with the 
internal market  or the functioning of the EEA Agreeme nt under any plausible market 
definition , whether comprising all fragrances together (irrespective of their 
positioning as mass or prestige, and irrespective of their target gender) or mass 
fragrances alone . 
5.1.2.2.  Mass -market fragrances for women   
(96) The activities  of the Parties in the plausible market for mass fragrances for women 
give rise to horizontally affected markets in Hungary, Poland, Romania Greece and 
the United Kingdom H owever, the Commission considers that the Transaction in 
unlikely to raise serious doubts for the following reasons.  
(97) First, Natura is a small player in mass -market fragrances for women. The 
Transaction gives rise  to very limited increments (less than [0-5]%) of Avon’s 
market shares in Hungary, Poland, Romania, to a small increment of [0-5]% in 
Greece and a moderate increment of [10-20]%  in the United Kingdom. After the 
implementation of the Transaction , the combined market shares of the Parties will be 
as follows : (i) in Hungary , a combined share  of [20-30]%  with an  increment: [0-5]%; 
(ii) in Poland , a combined share  of [30-40]% with an  increment [0-5]%; (iii) in  
Romania , a combined share  of [30-40]%  with an  increment [0-5]%; (iv) in  Greece , a 
combined share  of [20-30]%  with an  increment  of [0-5]%; and (v) in  the United 
Kingdom , a combined  share  of [30-40]%  with an  increment  of [10-20]% . The 
Commission has no indications on the file that would hint at a significant change of 
the market shares of the Parties  in the future . 
                                                 
102  Replies to questionnaire to competitors (Q1), question 19; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 19.  
103  Replies to questionnaire to competitors (Q1), question 20; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 20; Replies to questionnaire to consultants (Q3), question 19.  
104  Replies to questionnaire to competitors (Q1), questions 34 and 35; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 34 and 35; Replies to questionnaire to consultants (Q3), 
questions 31 and 32.  
 
 
19 (98) Second, the data provided by the Parties and the results of the market investigation 
indicate that the competitive landscape in the market for mass fragrances for women  
is characterised by a number of strong global players, which are active across the 
EEA and in the national affected markets.  
(a) In Hungary , the merged entity will continue to face strong competitive 
pressure from the number one competitor of Avon in mass -market  fragrances 
for women, Coty ( [20-30]% ). Moreover, Oriflame and Yves Rocher will 
rema in significant sources of competitive constraint for the merged entity. 
According to 2018 Euromonitor data, these two competitors had market 
shares considerably higher than Natura’s share  ([0-5]%). Furthermore, the 
merged entity will also continue to face competition from Puig and other 
smaller competitors (e.g. Primor Kozmetikai Kft)105 that in 2018 represented 
together  [30-40]%  of the mass -market fragrances for women at a national 
level.  
(b) In Poland , the merged entity will continue to face strong competitive pressure 
from the number one competitor of Avon in mass -market fragrances  for 
women , Coty ([20-30]%) . Moreover, Oriflame and Yves Rocher will remain 
significant sources of competitive constraint for the merged entity. According 
to 2018 Euromonitor data, these two competitors had market shares 
considerably higher than Natura’s share  ([0-5]%) . Furthermore, the merged 
entity will also continue  to face competition from L’Oréal and other smaller 
competitors (e.g. Sarantis Polska SA, La Rive, Estée Lauder)106 that in 2018 
represented together [20-30]%  of the mass -market fragrances for women at a 
national level.  
(c) In Romania , the merged entity will con tinue to face strong competitive 
pressure from the number one competitor of Avon in mass -market fragrances  
for women , Oriflame  ([10-20]% ). Moreover, Yves Rocher, Coty and L’Oréal  
will remain significant sources of competitive constraint for the merged 
entity. According to 2018 Euromonitor data, these two competitors had 
market shares considerably higher than Natura’s share  ([0-5]%) . 
Furthermore, the merged entity will also continue to face competition from 
Puig and other smaller competitors that in 2018 rep resented together [20-
30]%  of the mass -market fragrances for women at a national level.  
(d) In Greece , the merged entity will continue to face strong competitive pressure 
from the number one competitor of Avon in mass -market for women 
fragrances, Oriflame ([10-20]%) . Moreover, the merged entity will also 
continue to face competition from Coty, Yves Rocher and other smaller 
competitors (e.g. Sarantis SA, Sklavenitis SA)107 that in 2018 represented 
together [50-60]%  of the mass -market fragrances for women at a nati onal 
level.  
(e) In the United Kingdom , the merged entity will continue to face strong 
competitive pressure from the number  one competitor of Avon in 
                                                 
105  Replies to questionnaire to competitors (Q1), question 15.2.  
106  Repl ies to questionnaire to competitors (Q1), question 15.2.  
107  Replies to questionnaire to competitors (Q1), question 15.2.  
 
 
20 mass -market fragrances  for women , Coty ( [20-30]% ). Moreover, the merged 
entity will also continue to face compe tition from Oriflame and other smaller 
competitors (e.g. Elizabeth Arden UK Ltd , Revlon)108 that in 2018 
represented [30-40]%  of the mass -market fragrances  for women  at a national 
level.  
(99) Moreover, the majority of the respondents that expressed an opinion  in the market 
investigation  regarding this point  indicated that competition takes place at brand 
level.109 In that respect, a  competitor stated that ‘ Customers buy a brand or a 
product without knowing which supplier it belongs to .’110 Hence, on the supply sid e, 
competition is more intense than apparent from the number of suppliers and, on the 
demand side, choice is available among a variety of brands irrespective of the 
suppliers. Moreover, the majority of the respondents to the market investigation that 
expre ssed an opinion indicated that customers regularly switch brands or they do not 
have particular brand loyalty to mass -market fragrances, including mass fragrances 
for women.111  
(100)  Third, Natura  claimed that the Parties are not close competitors. As was already  
stated in section 5.1.2.1.  for mass fragrances , the majority of the respondents in the 
market investigation that expressed an opinion did not identif y Natura (including 
The Body Shop and Aesop) as a main competitor of Avon in Hungary, Poland, 
Romania, Gre ece or the United Kingdom.112  
(101)  Fourth , as regards barriers to entry, the market investigation pointed to the time and 
costs required to build a significant market presence in terms of marketing and 
distribution ;113 however, in the last 5 years there have been new entries in the market 
of mass fragrances for women in all the affected markets, i.e. Hungary, Poland, 
Romania, Greece and the United Kingdom.114 
(102)  Sixth, the majority of the respondents to the market investigation that expressed a 
view indicated that the T ransaction will have no impact or a positive impact for 
fragrances in terms of price, quality and/or choice, as well as in terms of 
innovation.115 
                                                 
108  Replies to questionnaire to competitors (Q1), question 15.2.  
109  Replies to questionnaire to competitors (Q1), question 14; Replies t o questionnaire to franchisees, 
distributors and wholesalers (Q2), question 14; Replies to questionnaire to consultants (Q3), question 14.  
110  Replies to questionnaire to competitors (Q1), question 14.1.  
111  Replies to questionnaire to competitors (Q1), ques tion 18; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 18 and 18.1; Replies to questionnaire to consultants (Q3), 
question 18.  
112  Replies to questionnaire to competitors (Q1), questions 16.1 and 17.1; Replies to ques tionnaire to 
franchisees, distributors and wholesalers (Q2), questions 16.1, 16.2, 17.1 and 17.2; Replies to 
questionnaire to consultants (Q3), questions 16.1, 16.2, 17.1 and 17.2.  
113  Replies to questionnaire to competitors (Q1), question 19; Replies to qu estionnaire to franchisees, 
distributors and wholesalers (Q2), question 19.  
114  Replies to questionnaire to competitors (Q1), question 20.1; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 20.1; Replies to questionnaire to consultants (Q3), 
questio n 19.1.  
115  Replies to questionnaire to competitors (Q1), questions 34 and 35; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 34 and 35; Replies to questionnaire to consultants (Q3), 
questio ns 31 and 32.  
 
 
21 (103)  Therefore, based on  the information available to the Commission and in view of the 
results of the market investigation, Commission considers that, with regard to the 
market of mass fragrances  for women  in Hungary, Poland, Romania , Greece  and the 
United Kingdom, the Transaction does not give rise to serious doubts as to its 
compatibility with the internal mark et or the functioning of the EEA Agreement 
under any plausible market definition , whether comprising all fragrances together 
(irrespective of their positioning as mass or prestige and irrespective of their target 
gender) or mass fragrances for women alone . 
5.2. Bath and Shower products  
(104)  The Parties’ activities overlap in the market for bath and shower  products but give 
rise to hypothetical affected markets only  in relation to  bath additives in Greece, 
Finland and Portugal . No affected markets arise in other Membe r States, clusters of 
Member States or at EEA level in relation to bath additives or at the level of bath and 
shower products in general .  
5.2.1.  Natura ’s views  
(105)  Natura  submits that, even considering  an hypothetical market for bath additives, the 
overlap  between t he Parties’ activities  would not raise significant competitive 
concerns because: (i) Euromonitor data significantly overstate the market shares of 
the Parties at a national level and, even if there were correct, the market share 
increment brought by the Transaction is small, (ii) the Parties are not close 
competitors, and (iii) there is a large number of competitors supplying bath additives 
in the EEA that would be able to enter into the aff ected market if there were 
sufficient incentive s.116 
5.2.2.  The Commission’s assessment  
(106)  The Commission considers that the Transaction in unlikely to raise serious doubts in 
the market for bath and shower  products in Greece, Finland and Portugal , includ ing 
any plaus ible market for bath additives, for the following reasons.  
(107)  First, in any hypothetical  market for bath additives, t he Transaction will give rise to 
moderate increment s ([10-20]%) of the combined share of the Parties  in Finland 
([60-70]% , with an increment o f [0-5]%), Greece ( [80-90]% , with a n increment of 
[5-10]% ) and Portugal  ([40-50]% , with an increment of [10-20]% ). Moreo ver, in the 
broader market  for bath and shower products, the Parties’ combined market shares 
are significantly lower in each of  Finland ([5-10]% , increment of [0-5]% from 
Avon ), Greece ( [0-5]%, increment of [0-5]% from Natura ) and Portugal ( [0-5]%, 
increment of [0-5]% from Natura ). 
(108)  Second, the data provided by the Parties and the results of the market investigation 
indicate that the competitive landscape in the market for bath and shower products  is 
characterised by a number of strong global players, which are active across the EEA.  
(a) In Finland , the merged entity will continue to face strong competitive 
pressure from the number one competitor of Natura  in the supply  of bath 
                                                 
116  Form CO, paragraph 246.  
 
 
22 additives , Yves Rocher  ([10-20]% ). Moreover, the merged entity will 
continue to face competition from other smal ler competitors (e.g. Estée 
Lauder, Oriflame, Nu Skin , Yves Rocher )117 that in 2018 represented 
together  [10-20]%  of the supply  of bath additives at national level.   
(b) In Greece , the merged entity will continue to face significant  competitive 
pressure from Oriflame, Puig  and other smaller competitors  that in 2018 
represented together [10-20]%  of the  supply  of bath additives at national 
level.  
(c) In Portugal , the merged entity will continue to face strong competitive 
pressure from the number one competitor of Avon, Rituals  ([10-20]% ). 
Moreover, Lobo do Val  and Beiersdorf  will remain significant sources of 
competitive constraint for the merged entity , in parti cular the latter that also 
sells bath additives in other EEA countries  with shares above [10-20]% . In 
addition,  the merged entity will also continue to face competition from 
Oriflame and other smaller competitors that in 2018 represented 
together  [20-30]%  of the supply  of bath additives at national level.  
(109)  Furthermore, in each of Finland, Greece and Portugal, the merged entity will 
continue to compete in the broader bath and shower product category with other 
suppliers selling  bath additives in other EEA countries, in particular Unilever and 
Colgate -Palmolive  that have individual market shares above [10-20]%  in the supply 
of bath additives in several Member States.118  
(110)  In addition, the majority of the respondents that expressed an opinion  in the market 
investigation on this point indicated that, in the market for bath and shower products 
and in particular in relation to  bath additives , competition takes place at brand 
level.119 Hence, on the supply side, competition is more intense than apparent from 
the number of suppliers and, on the demand side, choice is available among a variety 
of brands irrespective of the suppliers. Moreover, the majority of the respondents to 
the market investigation that expressed an opinion indicated that customers regularly 
switch brands or do not have particular brand loyalty to bath and shower 
products/brands, including for bath additives.120 
(111)  Third, Natura  claims that the Parties are not close competitors  either in  the broader  
bath and shower market or in the hypothetical bath additives segment . This is 
confirmed by the market investigation as the majority of the respondents that 
                                                 
117  Form CO, Annex 2 – Q11; Replies to questionnaire to competitors (Q1), question 22.2.  
118  Unilever market shares above [10-20]%  in the plausible market for bath additives in Belgium, Czech 
Republic, Hungary, Irelan d, Italy, the Netherlands, Slovakia and the United Kingdom; Colgate -Palmolive 
has market shares above [10-20]%  in the plausible market for bath additives in Belgium, Bulgaria, 
Hungary, Italy and the Netherlands.  
119  Replies to questionnaire to competitors ( Q1), question 21; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 21; Replies to questionnaire to consultants (Q3), question 20.  
120  Replies to questionnaire to competitors (Q1), question 25; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 25; Replies to questionnaire to consultants (Q3), question  24. 
 
 
23 expressed an opinion  did not identif y Natura (including The Body Shop and Aesop) 
as a main competitor of Avon  and vice -versa  in Finland, Greece or Portugal .121  
(112)  Fourth , as regards barriers to entry, the majority of the respondents to the market 
investigation that expressed a view indicated that there are no particular  barriers to 
entry in the bath additives segment .122 
(113)  Fifth , the major ity of the respondents to the market investigation that expressed an 
opinion  indicated that the Transaction will have no impact or a positive impact in the 
supply  of bath and shower products, including in relation to  bath additives in terms 
of price, quali ty and/or choice, as well as in terms of innovation.123 
(114)  Therefore, based on  the information provided by Natura  and in view of  the results of 
the market investigation, the Commission considers that, in relation to  bath and 
shower products , the Transaction doe s not give rise to serious doubts as to its 
compatibility with the internal market or the functioning of the EEA Agreement 
under any plausible market definition , thus including on hypothetical markets for 
bath additives in Finland, Greece and Portugal  
6. CONC LUSION  
(115)  The Commission concludes that the Transaction does not give rise to serious doubts 
as to its compatibility with the internal market or the functioning of the EEA 
Agreement , including in relation to the supply of mass fragrances , mass fragrances 
for women  and bath additives.  
(116)  For the above reasons, the European Commission has decided not to oppose the 
notified operation and to declare it compatible with the internal market and with the 
EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the 
Merger Regulation and Article 57 of the EEA Agreement.   
For the Commission  
 
 
(Signed)  
Margrethe VESTAGER  
Executive Vice -President  
                                                 
121  Replies to questionnaire to competitors (Q1), questions 23.2 and 24.2; Replies to questionnaire to 
franchisees, distributors and whol esalers (Q2), questions 23.2 and 24.2.  
122  Replies to questionnaire to competitors (Q1), question 26; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), question 26.  
123  Replies to questionnaire to competitors (Q1), questions 34 and 35; Replies to questionnaire to franchisees, 
distributors and wholesalers (Q2), questions 34 and 35.