Conyers provided Cayman Islands legal advice to Obagi Holding Company Limited (Obagi), an industry leading skin care company, on its proposed three-way merger with publicly traded special purpose acquisition company Waldencast Acquisition Corp, (NASDAQ: WALD) (Waldencast) and Milk Makeup.

The business combination values the combined company at a pro-forma enterprise value of approximately $1.2 billion. 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 Waldencast’s sponsors, a fully committed $105 million PIPE (priced at $10.00 per share), and $475 million of 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 and 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.

Partner Matthew Stocker, Counsel Alex Davies and Associate Frank Farrell of Conyers’ Cayman office advised on the Cayman Islands legal and regulatory aspects of the transaction working alongside Latham & Watkins LLP as lead legal advisor to Obagi.

Matthew Stocker

Partner, Head of Cayman Corporate Practice

Cayman Islands

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