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* Coty offers $23.25 per share, says it can go higher

* Avon says offer undervalues company

* Avon shares up 17.8 percent at $22.80

By Phil Wahba

April 2 (Reuters) – Beauty company Coty Inc said on Monday

that it had offered to buy Avon Products Inc for $10

billion and was willing to raise the price, but the bid was

rejected by the cosmetics direct seller, which faces sliding

sales in key markets and a bribery probe.

Coty, whose products include fragrances by celebrities

including Beyonce and Lady Gaga, said it had no plans to make a

hostile bid, but had been “unsuccessful” in getting Avon to talk

about a deal.

The fast-growing privately held company majority-owned by

Joh. A Benckiser, is offering $23.25 per share, a 20 percent

premium over Avon’s Friday closing price of $19.36 on the New

York Stock Exchange.

Shares of Avon rose 17.8 percent to $22.80 in morning

trading.

In a statement on Monday, Avon rejected the offer, saying it

“substantially undervalues” the company.

But analysts said Avon’s board should not dismiss the bid

out of hand, given the company’s problems.

“It’s an opportunity that the board should seriously

consider,” said Sanford C. Bernstein & Co analyst Ali Dibadj.

Except for perhaps another direct seller, he added, there are

few potential suitors for Avon.

Coty’s bid is not “dramatically too low,” he said,

predicting Coty will come back with a higher offer.

Avon is searching for a new chief executive officer to

replace Andrea Jung, who has held that post since 1999. It has

said the new CEO will undertake a top-to-bottom review of the

struggling company, which is dealing with a probe into whether

it broke U.S. anti-bribery laws in China.

Avon, which is also cutting jobs, said that having a new CEO

will create a “greater opportunity” to increase its value beyond

what Coty is offering.

The company is facing a long decline in sales and the number

of sales representatives in the United States. During the

holiday period, sales fell in key emerging markets like Brazil

and Russia.

For Coty, buying Avon would allow it to depend less on

fragrances and perfumes and branch out more into cosmetics and

skin care products. The company praised Avon’s presence in

emerging markets, an area where it wants to grow.

Coty got 57 percent of its $4.1 billion in sales in fiscal

2011 from perfumes, and revenue is still heavily skewed toward

the United States and Europe. Overall revenue was up 17 percent

in the last fiscal year.

In recent years, Coty has done deals aimed at becoming a

more diversified beauty company. In 2010, it acquired Philosophy

Inc, a maker of personal care products, from Carlyle Group for

$1 billion and bought a majority stake in Chinese skin-care

company TJoy Holdings Ltd.

Coty also said Avon’s door-to-door direct sales model would

help its beauty brands.

It said it would call the new company “Avon-Coty.”

Coty said it originally offered Avon $22.25 per share in

early March, but failed to entice the company into talks. It

said it went public with its latest offer after sending three

letters to Jung, but failing to draw Avon into discussions.

“We do not understand how your Board’s unwillingness to

discuss our proposal can serve the best interests of Avon’s

shareholders,” Coty Chairman Bart Becht said in letter to be

delivered to Jung on Monday.

Coty said it would be willing to raise its offer if Avon can

show there is greater value in the company by opening its books.

Coty said it was confident it can line up the necessary

financing to pull off the acquisition of a company with sales

three times greater than its own.

At Friday’s close, shares of Avon were down nearly 50

percent from a year and a half ago. Before Coty made its bid

public, Avon was worth only about $8 billion, down from an

all-time peak of $21.8 billion in June 2004.