The proposed pickup was described as “one of the most significant exits” in Australian VC history
Gilbert + Tobin (G+T) and MinterEllison have confirmed their roles in Hims & Hers Health, Inc.’s proposed acquisition of digital health company Eucalyptus for ~$1.64bn – a deal described by G+T as “one of the most significant exits in Australian venture capital history”.
G+T advised Eucalyptus while MinterEllison guided Hims & Hers. Under the deal, Hims & Hers will take full ownership of Eucalyptus’ equity.
Hims & Hers possesses the right to choose to pay a considerable part of the consideration in listed shares instead of cash; according to G+T, this maximises flexibility with the introduction of a complex US-listed scrip component to the deal structure. The acquisition’s completion is set to complete in the middle of this year pending customary regulatory approvals.
Once the deal is closed, Eucalyptus will become Hims & Hers’ international division to facilitate its expansion into Australia and Japan. It will also bolster Hims & Hers’ presence in the UK, Germany, and Canada.
“This is a landmark transaction for Eucalyptus and for the Australian venture ecosystem more broadly. It comes at a pivotal moment for digital healthcare globally, as the rapid rise of GLP-1 therapies and evolving consumer expectations fundamentally reshape how healthcare platforms are built, delivered and scaled”, said G+T co-lead partner Adam D’Andreti. “The market is increasingly rewarding platforms that combine technology, operational excellence and global ambition, and this deal is a powerful reflection of that shift”.
MinterEllison added that the deal reflected a major acquisition in the global digital health sector. Its team, spearheaded by partners Daniel Scotti and Nicole Sloggett, tackled all legal aspects of the transaction, including cross-border legal due diligence across eight jurisdictions, transaction structuring, negotiation of transaction documentation, FIRB and competition advice, and warranty and indemnity insurance.
Scotti and Sloggett received support from senior associate Korey Barbousas and specialist input on healthcare reg, real estate, intellectual property, litigation, tax, workplace, funds, finance, insurance, FIRB and competition.
“This transaction is a defining moment for Eucalyptus and a strong signal of the continued maturation of Australia’s start-up and venture ecosystem. It shows that Australian-founded, venture-backed companies can execute complex cross-border M&A with US-listed buyers at scale”, said G+T co-lead partner Xavier Keary. “ For founders and investors, it underlines the value of integrated advice across capital strategy, governance and M&A – helping preserve optionality, manage risk and deliver certainty on outcomes”.
Keary and D’Andreti led a team that guided previous fundraising and provided continuity of counsel across venture capital, M&A and capital markets considerations. The firm served as Eucalyptus’ lead Australian legal counsel on all aspects of the transaction; the team also negotiated the transaction for Eucalyptus and its security holders. Catherine Wei, Henry Simpson and Omar Harduwar supported the lead partners.
Cooley was Eucalyptus’ US counsel.
Hims & Hers is an NYSE-listed company. Eucalyptus runs a portfolio of digital healthcare clinics across Australia, the UK, Europe, Canada and Japan.
