Waldencast Acquisition Corp., (NASDAQ: WALD), a special purpose
acquisition company, 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”), today announced the completion of their business
combination. The combined company will now operate as Waldencast
plc (“Waldencast”) and is expected to begin trading on the Nasdaq
under the symbol “WALD” starting on July 28, 2022.
Michel Brousset, CEO of
Waldencast, said, “We are proud
to announce that we have closed our business combination with Obagi
Skincare and Milk Makeup. This marks the first step in our mission
to create a global best-in-class beauty and wellness company that
embraces conscious, purpose-driven brands. By becoming part of the
Waldencast platform, Obagi Skincare and Milk Makeup can capitalize
on their hugely successful brands, gain access to capital and
benefit from the Waldencast ecosystem to further accelerate growth,
while preserving their entrepreneurial spirit, unique DNA and
values.”
Hind Sebti, Chief
Growth Officer of
Waldencast,
added, “When Michel and I
launched Waldencast, our passion and dream was to create a house of
brands that helps evolve the beauty industry through a
purpose-driven approach and philosophy and support brands aligned
with our mission and values in their growth strategies. Our first
step towards this goal starts with Obagi Skincare and Milk Makeup –
beloved, purpose-driven, high-growth brands, anchored in some of
the fastest-growing beauty categories. I could not be more excited
to partner with both fantastic brands as they grow.”
Felipe Dutra, Executive
Chairman of the Board of Directors
of
Waldencast, said of
the business combination, “The Board and
I are excited to complete the business combination and for the
future of the company. The Waldencast platform is built to support
and accelerate brands like Obagi Skin Care and Milk Makeup and help
them reach their full potential. The Waldencast, Obagi, and Milk
leadership teams combine years of industry specific operational
experience with a passion for beauty and the proven ability to
navigate a dynamic business environment.”
Waldencast’s vision is fundamentally underpinned by its
brand-led business model that ensures proximity to its customers,
business agility and market responsiveness, while maintaining each
brand’s distinct DNA. This approach allows Waldencast to preserve
the independence and entrepreneurial spirit of its brands as well
as the ownership mindset of the brand teams. Waldencast’s global
operating company will enable brands, including Obagi Skincare and
Milk Makeup, to benefit from the operational scale of a multi-brand
platform with expertise in managing global beauty brands at scale,
a balanced portfolio to mitigate category fluctuations with asset
light efficiency and the market responsiveness and speed of
entrepreneurial indie brands.
Advisors J.P. Morgan Securities LLC acted as
capital markets advisor and lead financial advisor, and Credit
Suisse acted as capital markets advisor and financial advisor to
Waldencast. Skadden, Arps, Slate, Meagher & Flom LLP acted as
legal advisor to Waldencast. Lazard was financial advisor to Obagi,
and Financo Raymond James was financial advisor to Milk Makeup.
Latham & Watkins served as legal counsel to Obagi, and Goodwin
Procter served as legal counsel to Milk Makeup.
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, and with funding from Main Post Partners
and ACG Partners, 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 Acquisition Corp. entered into agreements regarding its
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 transactions among Obagi Skincare, Milk Makeup and
Waldencast, including statements regarding the intended benefits 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 inability to recognize the
anticipated benefits of the transactions, (ii) the failure to
receive certain governmental and regulatory approvals, (iii)
changes in general economic conditions, including as a result of
the COVID-19 pandemic, (iv) the outcome of litigation related to or
arising out of the transactions, or any adverse developments
therein or delays or costs resulting therefrom, (v) the ability to
continue to meet Nasdaq’s listing standards (vi) costs related to
the transactions, (vii) 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, (viii)
the ability to implement business plans, forecasts, and other
expectations after the completion of the transactions, and identify
and realize additional opportunities and (ix) 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 filed by
Waldencast with the SEC on July 7, 2022 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 will achieve their expectations.
Contacts
InvestorsICR Allison
Malkinwaldencastir@icrinc.com
MediaICRBrittany
FraserWaldencast@icrinc.com
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