Waldencast SPAC
This presentation (this "Presentation") relates to a proposed business combination (the "Business
Combination") between Waldencast Acquisition Corp. ("Waldencast") and OBAGI Global Holdings
Limited and its subsidiaries ("OBAGI") and Milk Makeup, LLC ("Milk").
Forward Looking Statements
This Presentation contains certain forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transactions among OBAGI, Milk and Waldencast,
including statements regarding the intended benefits of the transactions, the anticipated timing of the
transactions and the growth strategies of Waldencast, OBAGI and Milk. These forward-looking
statements generally are 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 these words or similar expressions
(or the negative versions of such words or expressions). 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 outside the control of
Waldencast, OBAGI, and Milk, that could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important factors, among others, that may affect
actual results or outcomes include, but are not limited to: (i) the risk that the transactions may not be
completed in a timely manner or at all, which may adversely affect the price of Waldencast's securities,
(ii) the risk that Waldencast shareholder approval of the proposed transactions is not obtained, (iii) the
inability to recognize the anticipated benefits of the proposed transactions, which may be affected by,
among other things, the amount of funds available in Waldencast's trust account following any
redemptions by Waldencast's shareholders, (iv) the failure to receive certain governmental and
regulatory approvals, (v) the inability to complete the PIPE Investment or the Forward Purchase
Agreements, (vi) the occurrence of any event, change or other circumstance that could give rise to the
termination of the OBAGI Merger Agreement or the Milk Equity Purchase Agreement, (vii) changes in
general economic conditions, including as a result of the COVID-19 pandemic, (viii) the outcome of
litigation related to or arising out of the proposed transactions, or any adverse developments therein or
delays or costs resulting therefrom, (ix) the effect of the announcement or pendency of the transactions
on OBAGI's or Milk's business relationships, operating results, and businesses generally, (x) the ability to
meet Nasdaq's listing standards following the consummation of the proposed transactions, (xi) costs
related to the proposed transactions, (xii) that the price of Waldencast's securities may be volatile due
to a variety of factors, including Waldencast's, OBAGI's or Milk's inability to implement their business
plans or meet or exceed their financial projections and char in the combined capital structure, (xiii)
the ability to implement business plans, forecasts, and other expectations after the completion of the
proposed transactions, and identify and realize additional opportunities and (xiv) the ability of OBAGI
and Milk to implement their strategic initiatives and continue to innovate their existing products and
anticipate and respond to market trends and changes in 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 the "Risk Factors" section of Waldencast's registration statement on Form S-1
(File No. 333-253370), the registration statement on Form F-4, the proxy statement/prospectus and
other documents filed or that 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 put undue reliance on forward-
looking statements, and Waldencast, OBAGI and Milk assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Waldencast, OBAGI, or Milk gives any assurance that Waldencast, OBAGI
or Milk, or the combined company, will achieve their expectations.
You should carefully consider the risks and uncertainties described in the "Risk Factors" section of
Waldencast's registration statement on Form S-1, the proxy statement/prospectus on Form F-4 relating
to the Business Combination, which was filed by Waldencast with the Securities and Exchange
Commission (the "SEC") and other documents 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 put undue reliance
on forward-looking statements, and Waldencast and each of OBAGI and Milk assume no obligation and
do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. None of Waldencast, OBAGI, or Milk gives any assurance that
any of Waldencast, OBAGI or Milk will achieve its expectations.
Disclaimer
This Presentation contains certain financial projections, forecasts, estimates and targets of OBAGI and
Milk. Such financial projections, forecasts, estimates and targets constitute forward-looking information,
and are for illustrative purposes only and should not be relied upon as necessarily being indicative of
future results. The assumptions and estimates underlying such financial projections, forecasts, estimates
and targets are inherently uncertain and are subject to a wide variety of significant business, economic,
competitive and other risks and uncertainties. See "Forward-Looking Statements" above. While all
financial projections, forecasts, estimates and targets are necessarily speculative, Waldencast, OBAGI
and Milk believe that the preparation of prospective financial information involves increasingly higher
levels of uncertainty the further out the projection, forecast, estimate or target extends from the date of
preparation. Actual results may differ materially from the results contemplated by the financial
projections, forecasts, estimates and targets contained in this Presentation, and the inclusion of such
information in this Presentation should not be regarded as a representation by any person that the
results reflected in such forecasts will be achieved.
Trademarks
Waldencast, OBAGI and Milk own or have rights to various trademarks, service marks and trade names
that they use in connection with the operation of their respective businesses. This Presentation may also
contain trademarks, service marks, trade names and copyrights of third parties, which are the property
of their respective owners. The use or display of third parties' trademarks, service marks, trade names or
products in this Presentation is not intended to, and does not imply, a relationship with Waldencast
OBAGI or Milk, or an endorsement or sponsorship by or of Waldencast OBAGI or Milk. Solely for
convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation
may appear without the TM, SM, Ⓡ or symbols, but such references are not intended to indicate, in
any way, that Waldencast, OBAGI or Milk will not assert, to the fullest extent under applicable law, their
rights or the right of the applicable licensor to these trademarks, service marks, trade names and
copyrights.
Financial Information; Non-GAAP Financial Measures
The financial information and data contained this Presentation has not been audited in accordance
with the standards of the Public Company Accounting Oversight Board and does not conform to
Regulation S-X. Such information and data may not be included in, may be adjusted in or may be
presented differently in the registration statement to be filed by Waldencast relating to the proposed
Business Combination and the proxy statement/prospectus contained therein.
This Presentation also includes certain financial measures not presented in accordance with U.S.
generally accepted accounting principles ("GAAP") including Adjusted EBITDA and Adjusted EBITDA
Margin, and certain ratios and other metrics derived therefrom. OBAGI defines Adjusted EBITDA as
earnings before interest, taxes, depreciation, and amortization, excluding the impact of the China
distribution carve-out and the business combination transaction costs as of December 31, 2021
("OBAGI Adjusted EBITDA"). OBAGI defines Adjusted EBITDA margin as Adjusted EBITDA divided by
net revenue ("OBAGI Adjusted EBITDA margin"). Milk defines Adjusted EBITDA as earnings before
interest, taxes, depreciation, and amortization, excluding the business combination transaction costs as
of December 31, 2021 ("Milk Adjusted EBITDA"). The post-transaction combined company defines
EBITDA as earnings before interest, taxes, depreciation, and amortization ("Combined Company
EBITDA). The post-transaction combined company defines Adjusted EBITDA margin as combined
Company EBITDA divided by net revenue ("Combined Company Adjusted EBITDA margin"). These
non-GAAP financial measures are not measures of financial performance in accordance with GAAP and
may exclude items that are significant in understanding and assessing OBAGI's and Milk's financial
results. Therefore, these measures should not be considered in isolation or as an alternative to net
income under GAAP. You should be aware that OBAGI's and Milk's presentation of these measures may
not be comparable to similarly-titled measures used by other companies. Waldencast, OBAGI and Milk
believe these non-GAAP measures of financial results provide useful information to management and
investors regarding certain financial and business trends relating to OBAGI's and Milk's financial
condition and results of operations. Waldencast, OBAGI and Milk believe that the use of these non-
GAAP financial measures provides an additional tool for investors to use in evaluating ongoing
operating results and trends in comparing OBAGI's and Milk's financial measures with other similar
companies, many of which resent similar non-GAAP financial measures to investors. These non-GAAP
financial measures are subject to inherent limitations as they reflect the exercise of judgments by
management about which expense and income are excluded or included in determining these non-
GAAP financial measures. Additionally, there can be no assurance that OBAGI and Milk will not modify
the presentation of these or similar non-GAAP measures in the future, including to make adjustments
for future expenses or other items that the OBAGI and Milk believe are appropriate in comparing its
operating performance across reporting periods on a consistent basis.
This Presentation also includes certain projections of non-GAAP financial measures. Due to the high
variability and difficulty in making accurate forecasts and projections of some of the information
excluded from these projected measures, together with some of the excluded information not being
ascertainable or accessible, Waldencast, OBAGI and Milk are unable to quantify certain amounts that
would be required to be included in the most directly comparable GAAP financial measures without
unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included
and no reconciliation of the forward-looking non-GAAP financial measures is included. For the same
reasons, OBAGI and Milk are unable to address the probable significance of the unavailable
information, which could be material to future results.
Additional Information and Where to Find It
This Presentation does not constitute (i) solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed transaction or (ii) an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any security of Waldencast, OBAGI, Milk, the combined
company or any of their respective affiliates, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended. In connection with the proposed transaction, Waldencast filed a registration
statement on Form F-4 with the SEC on February 14, 2022, as amended by Amendment No. 1 to the
registration statement on Form F-4 filed with the SEC on March 4, 2022, and Amendment No. 2 to the
registration statement on Form F-4 filed with the SEC on March 18, 2022 which includes a document
that serves as a prospectus and proxy statement of Waldencast. A proxy statement/prospectus will be
sent to all Waldencast shareholders. Waldencast also will file other documents regarding the proposed
transaction with the SEC. This Presentation does not contain all the information that should be
considered concerning the proposed transaction and is not intended to form the basis of any
investment decision or any other decision in respect of the proposed transaction. Before making any
voting or investment decision, investors and security holders of Waldencast are urged to read the
registration statement, the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed transaction as they become available
because they will contain important information about the proposed transaction. Investors and security
holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and
all other relevant documents filed or that will be filed with the SEC by Waldencast through the website
maintained by the SEC at www.sec.gov. In addition, the documents filed by Waldencast with the SEC
may be obtained free of charge from Waldencast's website at https://www.waldencast.com/ or upon
written request to 10 Bank Street, Suite 560, White Plains, NY 10606.
Participants in Solicitation
Waldencast, OBAGI, Milk and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Waldencast's shareholders in connection with the
proposed transaction. A list of the names of the directors and executive officers of Waldencast and
information regarding their interests in the business combination is set forth in Waldencast's registration
statement on Form S-1 (File No. 333-253370) filed with the SEC on March 18, 2021. Additional
information regarding the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the proxy statement/prospectus
regarding the proposed transaction. You may obtain free copies of these documents as described in the
preceding paragraph.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute, or form a part of, an
offer to sell or the solicitation of an offer sell or an offer to buy or the solicitation of an offer to buy
any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933 as amended, and otherwise in accordance with
applicable law.
NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR REGULATORY
AUTHORITY, IN THE UNITED STATES, CANADA OR ELSEWHERE, HAS REVIEWED, APPROVED OR
DISAPPROVED OF THE SECURITIES OR THIS PRESENTATION OR DETERMINED IF THIS
PRESENTATION IS TRUTHFUL OR COMPLETE, AND ANY REPRESENTATION TO THE CONTRARY IS
AN OFFENCE.
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