Waldencast Acquisition Corp. has entered into two significant deals to further its goal of creating a new beauty and wellness platform. Today the company announced it has entered into an agreement to acquire professional skin care line Obagi and the Gen-Z loved skin and makeup brand Milk Makeup. Waldencast Founder and CEO Michel Brousset will lead the combined business, alongside Waldencast Founder and COO Hind Sebti, and CFO/CTO Tassilo Festetics. Felipe Dutra will serve as Executive Chairman of the Board. Both Obagi’s CEO, Jaime Castle, and Milk Makeup’s CEO, Tim Coolican, will remain responsible for their respective businesses and report to Michel.

The transaction values Waldencast at approximately $1.2 billion and will be funded by $345 million of IPO cash proceeds. Waldencast is listed on NASDAQ under the symbol WALD and has been operating as a special purpose acquisition company since early 2021 with the purpose of acquiring a private company.

Michel hails from 25 years of experience leading and scaling global consumer and beauty brands at L’Oréal and Procter & Gamble. Prior to founding Waldencast, Michel was Group President of L’Oréal North America Consumer Products. Waldencast’s Co-Founder, Hind Sebti, who has over 20 years of beauty-specific operational experience at L’Oréal and Procter & Gamble, will act as Chief Operating Officer. Tassilo Festetics, who will serve as Chief Financial Officer and Chief Technology Officer, has held various financial roles across multiple geographies over a nearly 15-year career at AB InBev, where he served as Global VP of Technology as well as CFO of AB InBev Asia. Felipe Dutra, who will serve as Executive Chairman of Waldencast, is the former CFO/CTO of AB InBev and has over 30 years of global experience in M&A, capital markets execution, implementation of financial and operational strategy best practices, and delivery of superior growth and shareholder value.

Michel said of the deal, “Partnering with Obagi and Milk Makeup is a major milestone in our ambition to build a best-in-class global multi-brand beauty platform, which will be home for the next generation of high-growth, purpose-driven brands. I greatly admire Obagi and Milk Makeup, both leaders in their respective categories, and I am looking forward to working with Jaime and Tim to further accelerate the growth of their respective brands, while preserving each brand’s unique business model. We believe the brands will benefit strongly from the Waldencast ecosystem, bringing operational scale, and attracting best-in-class talent and capabilities.”

The transaction will be funded by $345 million of IPO cash proceeds (subject to any redemptions); a fully committed $333 million Forward Purchase Agreement of which $160 million is provided by the sponsors (Waldencast Long-Term Capital LLC and Dynamo Master Fund); a fully committed $105 million PIPE priced at $10 per share; and $475 million of Seller rollover equity. Obagi’s and Milk Makeup’s existing shareholders are expected to hold equity of 20.5% and 14.9% respectively (without giving effect to any redemptions), in Waldencast.

The business combination has been unanimously approved by the boards of Waldencast, Obagi, and Milk Makeup. The combination with Obagi and Milk Makeup is expected to close in the first half of 2022, subject to, among other things, approval by Waldencast shareholders and the satisfaction, or waiver, of other customary closing conditions. Upon the closing of the transactions with Obagi and Milk Makeup, both companies will become part of the Waldencast portfolio.