Waldencast Acquisition Corp. (NasdaqCM:WALD) entered into an agreement to acquire Obagi Cosmeceuticals LLC from Cedarwalk Skincare Ltd on November 15, 2021. Pursuant to the terms of agreement, each share of common stock of Obagi that is issued and outstanding will be cancelled and converted into the right to receive an amount in cash consideration, subject to substitution for Obagi stock consideration. In a related transaction, Waldencast has entered into an agreement with Milk Makeup. Upon completion of the two transactions, the entities would combine and existing shareholders of Obagi and Milk will hold 21% and 15% respectively in Waldencast. Obagi shareholders will retain Obagi China. In connection with the Obagi Transaction, prior to the closing, Obagi Holdings Company Limited will distribute to Obagi, and Obagi will distribute to Cedarwalk Skincare all of the issued and outstanding shares of capital stock of Obagi Hong Kong Limited and certain related assets. On June 13, 2022, Waldencast entered into a Conditional Consent, Waiver and Acknowledgement. Pursuant to the Conditional Consent, the value of and cost associated with inventory on hand as of five (5) business days prior to the extraordinary general meeting of the shareholders of Waldencast and acquired by Obagi Cosmeceuticals on behalf and for the benefit of Obagi Hong Kong and its subsidiaries, that has not been paid for by Obagi Hong Kong, will be deducted from the cash portion of the consideration payable under the Obagi Merger Agreement to Cedarwalk, subject to adjustment.The transaction will be funded by $345 million of IPO cash proceeds, fully committed $333 million Forward Purchase Agreements, a fully committed $105 million PIPE priced at $10.00 per share, and $475 million of Sellers' rollover equity. As of June 27, 2022, Waldencast Announces entry into $225 million term loan and Revolving Credit facilities. Waldencast is carrying out a domestication process under which each then issued and outstanding share of Class A Common Stock shall convert automatically, on a one-for-one basis, into an ordinary share, par value $0.0001 and after domestication Waldencast will immediately be renamed “Waldencast plc”.

The transaction is subject to approval of the transaction by shareholders of Waldencast and Obagi; effectiveness of the proxy statement / registration statement on Form S-4 or Form F-4; expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; receipt of approval for listing on the Nasdaq Capital Market the shares of Waldencast Common Stock to be issued in connection with the transaction; Waldencast have at least $5,000,001 of net tangible assets upon the closing; the Milk Equity Purchase Agreement closing conditions being satisfied; completion of the Obagi China distribution; the completion of the Domestication, among others. Additional conditions to transaction includes, among others, that Waldencast receive an amount of cash equal to or exceeding $50 million and the Obagi Cash Consideration equaling or exceeding $327,500,000, subject to reduction for Obagi's expense overage. Upon closing of Obagi and Milk agreements, Waldencast Founder and Chief Executive Officer, Michel Brousset will lead the combined business, alongside Waldencast Founder and Chief Operating Officer Hind Sebti and Chief Financial Officer Tassilo Festetics. Felipe Dutra will serve as Executive Chairman of the Board. Both Obagi's Chief Executive Officer, Jaime Castle and Milk Makeup's Chief Executive Officer, Tim Coolican, will remain responsible for their respective businesses and report to Michel Brousset. Effective June 10, 2022, the Board of Directors of Waldencast appointed Michel Brousset to serve as the principal financial officer of Waldencast. Additional conditions to Obagi's obligation to consummate the Merger includes, among others, that Waldencast receive, after completion of the transactions contemplated by the Obagi Merger Agreement, an amount of cash equal to or exceeding $50,000,000 and the Obagi Cash Consideration equaling or exceeding $327,500,000, subject to reduction for Obagi's expense overage. The Board of Directors of Waldencast and Obagi have unanimously approved the transaction and recommends shareholders to vote in favor of the transaction. The shareholders meeting of Waldencast is scheduled on July 25, 2022. The transaction is expected to close in first half of 2022. On July 25, 2022, shareholders of Waldencast Acquisition Corp voted to approve the business combination with Obagi Cosmeceuticals LLC. 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”.

Paul T. Schnell and Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Waldencast. Scott Shean, Shayne Kennedy, Phillip Stoup, Michelle Carpenter, Katharine Moir, Mark Morris, Steven Chinowsky, Darryl Steensma, Eliot Choy, Joshua Holian, Joseph Simei, Elizabeth Richards, Eveline Van Keymeulen, Heather Deixler, Betty Pang and Andrew Clark of Latham & Watkins LLP acted as legal advisors for Obagi. J.P. Morgan Securities LLC and Credit Suisse acted as financial advisors for Waldencast. Lazard and Lazard Frères & Co. LLC acted as financial advisors for Obagi. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent while Morrow Sodali acted as proxy solicitor with a service fee of $37,500 for Waldencast. WithumSmith+Brown, PC provided auditor's report on financials of Milk Makeup while Marcum LLP provided auditor's report on financials of Waldencast. Maples and Calder (Cayman) LLP acted as legal advisor for Waldencast.

Waldencast Acquisition Corp. (NasdaqCM:WALD) completed the acquisition of Obagi Cosmeceuticals LLC from Cedarwalk Skincare Ltd on July 27, 2022. 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.