Extraordinary normal assembly for Waldencast shareholders to be held on July 25, 2022 at 9:00 AM ET
Topic to shareholder approval, enterprise mixture with Obagi Skincare and Milk Make-up anticipated to shut as quickly as doable after the extraordinary normal assembly, after which the mixed firm will likely be listed on Nasdaq below the image “WALD”
The Waldencast Board of Administrators recommends that shareholders vote “FOR” all of the proposals on the extraordinary normal assembly
NEW YORK, July 08, 2022 (GLOBE NEWSWIRE) — Waldencast Acquisition Corp. (NASDAQ: WALD) (“Waldencast”), a particular goal acquisition firm, has introduced that the Securities and Alternate Fee (the “SEC”) declared efficient the Registration Assertion on Kind F-4 in reference to the beforehand introduced proposed enterprise mixture (the “Enterprise Mixture”) with main physician-dispensed, results-driven skincare model Obagi International Holdings Restricted (“Obagi Skincare”) and award-winning make-up and skincare model Milk Make-up LLC (“Milk Make-up”).
Waldencast has engaged Morrow Sodali LLC (“Morrow”) as its proxy solicitor in reference to the extraordinary normal assembly. Shareholders who want extra copies of proxy supplies, want to get hold of proxy playing cards or have questions concerning the proposals to be offered on the extraordinary normal assembly could contact Waldencast’s Secretary by written request at Waldencast Acquisition Corp., 10 Financial institution Road, Suite 560, White Plains, NY 10606, or by phone request at (917) 546-6828; could contact Morrow by calling (800) 662-5200 (people) or (203) 658-9400 (banks and brokers); or could get hold of data and supplies from the SEC by means of the SEC’s web site. To acquire well timed supply of paperwork, shareholders should request them no later than July 18, 2022, 5 enterprise days earlier than the extraordinary normal assembly.
The extraordinary normal assembly to approve the enterprise mixture will likely be held on July 25, 2022 at 9:00 AM ET and could be accessed just about by visiting https://www.cstproxy.com/waldencast/2022. Waldencast recommends that you simply log in no less than quarter-hour earlier than the extraordinary normal assembly to make sure you are logged in when the extraordinary normal assembly begins. All shareholders of Waldencast are strongly inspired to learn the definitive proxy assertion/prospectus fastidiously and in its entirety earlier than voting, and to vote as quickly as doable upfront of the extraordinary normal assembly.
The Enterprise Mixture amongst Waldencast, Obagi Skincare and Milk Make-up is predicted to be consummated after receipt of the approvals by shareholders of Waldencast and the satisfaction, or waiver, of different customary closing situations. Upon the closing of the transactions with Obagi Skincare and Milk Make-up, each firms will turn out to be a part of the Waldencast portfolio, and the mixed firm will likely be listed on Nasdaq below the image “WALD”.
About Obagi Skincare
Obagi Skincare is an industry-leading, superior skincare line rooted in analysis and pores and skin biology, refined with a legacy of 30 years’ expertise. First generally known as leaders within the therapy of hyperpigmentation with the Obagi Nu-Derm® System, Obagi Skincare merchandise are designed to decrease the looks of untimely getting old, photodamage, pores and skin discoloration, pimples, and solar harm. Extra details about Obagi Skincare is on the market on the model’s web site, Fb, Twitter and Instagram pages.
About Milk Make-up
Based in 2016, Milk Make-up rapidly grew to become a cult-favorite among the many magnificence group for its values of self-expression and inclusion, captured by its signature Stay Your Look, its progressive formulation and clear substances. The model creates vegan, cruelty-free, clear formulation from its Milk Make-up HQ in Downtown NYC. At present, Milk Make-up provides over 300 merchandise by means of its US web site www.MilkMakeup.com, and its retail companions together with Sephora in North America, Europe, the Center East and Australia and Cult Magnificence and Selfridges within the UK.
Based by Michel Brousset and Hind Sebti, Waldencast’s imaginative and prescient is to construct a world best-in-class magnificence and wellness working platform by creating, buying, accelerating, and scaling the subsequent technology of acutely aware, purpose-driven manufacturers. Waldencast entered into agreements concerning its proposed enterprise mixture with Obagi Skincare and Milk Make-up as a primary step in realizing its imaginative and prescient. Waldencast intends to hunt manufacturers with a direct connection to at this time’s evolving shoppers whose objectives embrace pursuing social duty, inclusiveness, sustainability, and transparency. Its purpose is to turn out to be the associate of alternative for next-generation manufacturers and shoppers by leveraging the collective management and the industry-specific working expertise of its administration workforce.
IMPORTANT LEGAL INFORMATION
Further Data and The place to Discover It
This press launch pertains to proposed transactions between Obagi Skincare and Waldencast and Milk Make-up and Waldencast. This press launch is just not a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not represent a suggestion to promote or a solicitation of a suggestion to purchase the securities of Obagi Skincare or Milk Make-up, the mixed firm or Waldencast, nor shall there be any sale of any such securities in any state or jurisdiction during which such supply, solicitation, or sale could be illegal previous to registration or qualification below the securities legal guidelines of such state or jurisdiction. In reference to the proposed transactions, Waldencast filed a registration assertion on Kind F-4 with the SEC on February 14, 2022, as amended on March 4, 2022, March 18, 2022, April 27, 2022, Could 13, 2022, June 16, 2022, June 30, 2022 and July 1, 2022, which was declared efficient by the SEC on July 6, 2022, which features a doc that serves as a prospectus and proxy assertion of Waldencast (the “proxy assertion/prospectus”). A definitive proxy assertion/prospectus will likely be mailed to all Waldencast shareholders of document as of Could 27, 2022, the document date established for the extraordinary normal assembly of shareholders regarding the proposed transactions on or about July 8, 2022. Waldencast additionally will file different paperwork concerning the proposed transactions with the SEC. This press launch doesn’t include all the data that ought to be thought of in regards to the proposed transactions and isn’t meant to kind the idea of any funding resolution or every other resolution in respect of the proposed transactions. Earlier than making any voting or funding resolution, traders and safety holders of Waldencast are urged to learn the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that will likely be filed with the SEC in reference to the proposed transactions as they turn out to be obtainable as a result of they are going to include essential details about the proposed transactions.
Buyers and safety holders could get hold of free copies of the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that will likely be filed with the SEC by Waldencast by means of the web site maintained by the SEC at www.sec.gov.
The paperwork filed by Waldencast with the SEC additionally could also be obtained freed from cost at Waldencast’s web site at https://www.waldencast.com or upon written request to 10 Financial institution Road, Suite 560, White Plains, NY 10606.
Cautionary Assertion Relating to Ahead-Trying Statements
This press launch incorporates sure forward-looking statements inside the that means of the federal securities legal guidelines with respect to the proposed transactions amongst Obagi Skincare, Milk Make-up and Waldencast, together with statements concerning the meant advantages of the transactions, the anticipated timing of the transactions and the expansion methods of Waldencast, Obagi Skincare and Milk Make-up. These forward-looking statements usually are recognized by the phrases “estimates,” “initiatives,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “could,” “will,” “would,” “ought to,” “future,” “suggest,” “goal,” “purpose,” “goal,” “outlook” and variations of those phrases or related expressions (or the unfavourable variations of such phrases or expressions) are meant to establish forward-looking statements. These forward-looking statements usually are not ensures of future efficiency, situations or outcomes, and contain quite a lot of identified and unknown dangers, uncertainties, assumptions and different essential components, a lot of that are outdoors the management of Waldencast, Obagi Skincare, and Milk Make-up, that would trigger precise outcomes or outcomes to vary materially from these mentioned within the forward-looking statements. Vital components, amongst others, that will have an effect on precise outcomes or outcomes embrace, however usually are not restricted to: (i) the chance that the transactions is probably not accomplished in a well timed method or in any respect, which can adversely have an effect on the value of Waldencast’s securities, (ii) the chance that Waldencast shareholder approval of the proposed transactions is just not obtained, (iii) the lack to acknowledge the anticipated advantages of the proposed transactions, which can be affected by, amongst different issues, the quantity of funds obtainable in Waldencast’s belief account following any redemptions by Waldencast’s shareholders, (iv) the failure to obtain sure governmental and regulatory approvals, (v) the lack to finish the PIPE Funding or the Ahead Buy Agreements investments (as such phrases are outlined within the registration assertion on Kind F-4 mentioned above), (vi) the incidence of any occasion, change or different circumstance that would give rise to the termination of the Obagi Merger Settlement or the Milk Fairness Buy Settlement (as such phrases are outlined within the registration assertion on Kind F-4 mentioned above), (vii) modifications basically financial situations, together with on account of the COVID-19 pandemic, (viii) the result of litigation associated to or arising out of the proposed transactions, or any antagonistic developments therein or delays or prices ensuing therefrom, (ix) the impact of the announcement or pendency of the transactions on Obagi Skincare’s or Milk Make-up’s enterprise relationships, working outcomes, and companies usually, (x) the power to proceed to satisfy Nasdaq’s itemizing requirements following the consummation of the proposed transactions, (xi) prices associated to the proposed transactions, (xii) that the value of Waldencast’s securities could also be risky resulting from a wide range of components, together with Waldencast’s, Obagi Skincare’s or Milk Make-up’s incapability to implement their enterprise plans or meet or exceed their monetary projections and modifications within the mixed capital construction, (xiii) the power to implement enterprise plans, forecasts, and different expectations after the completion of the proposed transactions, and establish and understand extra alternatives and (xiv) the power of Obagi Skincare and Milk Make-up to implement their strategic initiatives and proceed to innovate their current merchandise and anticipate and reply to market tendencies and modifications in shopper preferences. The foregoing listing of things is just not exhaustive. It is best to fastidiously think about the foregoing components and the opposite dangers and uncertainties described within the “Danger Elements” part of Waldencast’s registration assertion on Kind S-1 (File No. 333-253370), the registration assertion on Kind F-4 mentioned above, the definitive proxy assertion/prospectus and different paperwork filed or that could be filed by Waldencast every now and then with the SEC. These filings establish and handle different essential dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Obagi Skincare, Milk Make-up and Waldencast assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not on account of new data, future occasions, or in any other case. Neither Waldencast, Obagi Skincare, or Milk Make-up offers any assurance that Waldencast, Obagi Skincare or Milk Make-up, or the mixed firm, will obtain their expectations.
Gladstone Place Companions
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