Waldencast Acquisition Corp., (NASDAQ: WALD) (“Waldencast”),
a special purpose acquisition company, announced that in its
extraordinary general meeting held today, its shareholders voted to
approve the business combination with leading physician-dispensed,
results-driven skin care brand Obagi Global Holdings Limited
(“Obagi Skincare”) and award-winning makeup and skin care brand
Milk Makeup LLC (“Milk Makeup”).
The business combination was supported by approximately 98% of
the vote cast at the meeting, representing approximately 70% of
Waldencast’s outstanding shares.
The closing of the business combination is expected to occur on
or around July 27, 2022, subject to the satisfaction or waiver of
all closing conditions. Upon the closing of the transactions with
Obagi Skincare and Milk Makeup, both companies will become part of
the Waldencast portfolio, and the combined company, Waldencast plc,
will be listed on Nasdaq under the symbol “WALD”.
This three-way transaction with Obagi Skincare and Milk Makeup
is a first step in Waldencast’s strategy to create a global
best-in-class multi-brand beauty and wellness platform.
About Obagi Skincare
Obagi Skincare is an industry-leading, advanced skin care line
rooted in research and skin biology, refined with a legacy of 30
years’ experience. First known as leaders in the treatment of
hyperpigmentation with the Obagi Nu-Derm® System, Obagi Skincare
products are designed to diminish the appearance of premature
aging, photodamage, skin discoloration, acne, and sun damage. More
information about Obagi Skincare is available on the brand’s
website, Facebook, Twitter and Instagram pages.
About Milk Makeup
Founded in 2016 by Mazdack Rassi, Dianna Ruth, Georgie Greville,
and Zanna Roberts Rassi, Milk Makeup quickly became a cult-favorite
among the beauty community for its values of self-expression and
inclusion, captured by its signature Live Your Look, its innovative
formulas and clean ingredients. The brand creates vegan,
cruelty-free, clean formulas from its Milk Makeup HQ in Downtown
NYC. Currently, Milk Makeup offers over 300 products through its US
website www.MilkMakeup.com, and its retail partners including
Sephora in North America, Europe, the Middle East and Australia and
Cult Beauty and Selfridges in the UK.
About Waldencast
Founded by Michel Brousset and Hind Sebti, Waldencast’s vision
is to build a global best-in-class beauty and wellness operating
platform by developing, acquiring, accelerating, and scaling the
next generation of conscious, purpose-driven brands.
Waldencast entered into agreements regarding its proposed business
combination with Obagi Skincare and Milk Makeup as a first step in
realizing its vision. Waldencast intends to seek brands with a
direct connection to today’s evolving consumers whose goals include
pursuing social responsibility, inclusiveness, sustainability, and
transparency. Its goal is to become the partner of choice for
next-generation brands and consumers by leveraging the collective
leadership and the industry-specific operating experience of its
management team.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including with
respect to the proposed transactions among Obagi Skincare, Milk
Makeup and Waldencast, including statements regarding the intended
benefits of the transactions, the anticipated timing of the
transactions and the growth strategies of Waldencast, Obagi
Skincare and Milk Makeup. These forward-looking statements
generally are identified by the words “estimates,” “projects,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “would,” “should,” “future,”
“propose,” “target,” “goal,” “objective,” “outlook” and variations
of these words or similar expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of
future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside the control of
Waldencast, Obagi Skincare, and Milk Makeup, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include,
but are not limited to: (i) the risk that the transactions may not
be completed in a timely manner or at all, which may adversely
affect the price of Waldencast’s securities, (ii) the inability to
recognize the anticipated benefits of the proposed transactions
(iii) the failure to receive certain governmental and regulatory
approvals, (iv) the inability to complete the PIPE Investment or
the Forward Purchase Agreements investments (as such terms are
defined in the definitive proxy statement/prospectus filed by
Waldencast with the SEC on July 7, 2022 (the “definitive proxy
statement/prospectus”)), (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Obagi Merger Agreement or the Milk Equity Purchase Agreement (as
such terms are defined in the definitive proxy
statement/prospectus), (vi) changes in general economic conditions,
including as a result of the COVID-19 pandemic, (vii) the outcome
of litigation related to or arising out of the proposed
transactions, or any adverse developments therein or delays or
costs resulting therefrom, (viii) the effect of the announcement or
pendency of the transactions on Obagi Skincare’s or Milk Makeup’s
business relationships, operating results, and businesses
generally, (ix) the ability to continue to meet Nasdaq’s listing
standards following the consummation of the proposed transactions,
(x) costs related to the proposed transactions, (xi) that the price
of Waldencast’s securities may be volatile due to a variety of
factors, including Waldencast’s, Obagi Skincare’s or Milk Makeup’s
inability to implement their business plans or meet or exceed their
financial projections and changes in the combined capital
structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transactions, and identify and realize additional
opportunities and (xiii) the ability of Obagi Skincare and Milk
Makeup to implement their strategic initiatives and continue to
innovate their existing products and anticipate and respond to
market trends and changes in consumer preferences. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of Waldencast’s definitive
proxy statement/prospectus and other documents filed or that may be
filed by Waldencast from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Obagi Skincare, Milk Makeup and Waldencast assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither Waldencast, Obagi Skincare, or Milk Makeup
gives any assurance that Waldencast, Obagi Skincare or Milk Makeup,
or the combined company, will achieve their expectations.
Contacts
InvestorsICR Allison
Malkinwaldencastir@icrinc.com
MediaICRBrittany
Fraser Waldencast@icrinc.com
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