2022-07-25 | NDAQ:WALD | Press release

  • Business combination with Obagi Skincare and Milk Makeup expected to close on or about July 27, 2022
  • Strong shareholder support with around 98% approval
  • The combined company after closing will be renamed Waldencast plc and is expected to begin trading on the Nasdaq under the symbol “WALD” the first trading day following the closing date

NEW YORK, July 25 10, 2022 (GLOBE NEWSWIRE) — Waldencast Acquisition Corp., (NASDAQ: WALD) (“Waldencast”), a special purpose acquisition company, announced that at its special general meeting held today, its shareholders voted in support of the business combination with Obagi Global Holdings Limited (“Obagi Skincare”) and award-winning makeup and skincare brand Milk Makeup LLC (“Milk Makeup”).

The business combination was supported by approximately 98% of the votes cast at the meeting, representing approximately 70% of Waldencast’s outstanding shares.

Closing of the business combination is expected to occur on or about July 27, 2022, subject to the satisfaction or waiver of all closing conditions. Upon closing of the transactions with Obagi Skincare and Milk Makeup, the two companies will become part of the Waldencast portfolio, and the combined company, Waldencast plc, will trade on Nasdaq under the symbol “WALD & CloseCurlyDoubleQuote;.

This tri-party transaction with Obagi Skincare and Milk Makeup is a first step in Waldencast’s strategy to create a premier global multi-brand beauty and wellness platform.

About Obagi Skincare

Obagi Skincare is an advanced, industry-leading skincare line, rooted in skin research and biology, refined with a legacy of 30 years’ living. First known as a leader in the treatment of hyperpigmentation with 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 can be found 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 has quickly become a cult following among the beauty community for its values ​​of self-expression and inclusion, captured by its signature Live Your Look, its own innovative formulas and ingredients. The brand creates vegan, cruelty-free, and clean formulas from its Milk Makeup headquarters in downtown New York. Currently, Milk Makeup offers over 300 products through its US website www.MilkMakeup.com and retail partners including Sephora in North America, Europe, the Middle East and Australia, as well as Cult Beauty and Selfridges in the UK.

About Waldencast

Founded by Michel Brousset and Hind Sebti, Waldencast’s vision is to build a premier global beauty and wellness operating platform by developing, acquiring, accelerating and scaling the next generation of conscious and focused brands. on a target. Waldencast has entered into agreements regarding its proposed business combination with Obagi Skincare and Milk Makeup as the first step in realizing its vision. Waldencast intends to seek out brands that have a direct connection to today’s ever-changing consumers whose goals include the pursuit of 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 industry-specific operational 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 between Obagi Skincare, Milk Makeup and Waldencast, including statements regarding the expected benefits of the transactions, the expected timing transactions and growth strategies of Waldencast, Obagi Skincare and Milk Makeup. These forward-looking statements are generally 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 such words or similar phrases (or negative versions of such words or phrases) are intended to identify 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 beyond the control of Waldencast, Obagi Skincare and Milk Makeup., which could cause actual results or results to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or results include, but are not limited to: (i) the risk that the transactions ns are not concluded 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 inability to receive certain governmental and regulatory approvals, (iv) the inability to complete the PIPE investment or the investments in the contracts of forward purchase (as such terms are defined in the definitive proxy statement/prospectus filed by Waldencast with the SEC on July 7, 2022 (the “Definitive Proxy Circular/Prospectus”)), (v) the occurrence of any event, change or other circumstance which could give rise to the termination of the Obagi Merger Agreement or the Milk Stock Purchase Agreement (as such terms are defined in the proxies/definitive prospectus), (vi) changes in the general micro economy, including as a result of the COVID-19 pandemic, (vii) the outcome of litigation related to or arising from the proposed transactions, or any adverse development thereof or any resulting delays or costs, (viii) the effect of the announcement or expectation of the transactions on the business relationships, results of operations and businesses of Obagi Skincare or Milk Makeup generally, (ix) the ability to continue to meet Nasdaq listing standards following completion of the proposed transactions, (x) costs related to the proposed transactions, (xi) that the price of Waldencast’s securities may be volatile due to various factors, including the inability of Waldencast, Obagi Skincare or Milk Makeup 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 completion of the proposed transactions, and identify and realize additional opportunities and (xiii) the ability of Obagi Skincare and Milk M akeup to implement their strategic initiatives and continue to innovate their existing products and to anticipate and respond to market trends and changing 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 “Risk Factors” section of Waldencast’s definitive proxy statement/prospectus and other documents filed or which 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 place undue reliance on any forward-looking statements, and Obagi Skincare, Milk Makeup and Waldencast undertake no obligation and do not intend to update or revise any such forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Waldencast, Obagi Skincare or Milk Makeup guarantees that Waldencast, Obagi Skincare or Milk Makeup, or the combined company, will meet their expectations.

contacts

Investors

RIC

Allison Malkin

waldencastir@icrinc.com

Media

RIC

Brittany Fraser

Waldencast@icrinc.com

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