Hims & Hers Acquisition of Eucalyptus
Hims & Hers acquisition expands international footprint and outlines cash, deferred and earnout terms that affect near-term funding needs and dilution.
KEY TAKEAWAYS
- Deed values Eucalyptus up to $1.2 billion; $240 million upfront, $710 million deferred, up to $200 million earnouts.
- Company may settle deferred and earnouts in cash or stock and will fund with U.S. cash flows.
- Deal expected to close mid-2026 and remains subject to regulatory approvals and customary closing conditions.
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Hims & Hers Health, Inc. announced on Feb. 19, 2026, its acquisition of Eucalyptus to expand its personalized-care platform into Australia and other international markets while strengthening ties with biotech and diagnostics partners.
Deal Terms and Financing
Hims & Hers executed a definitive Securities Sale Deed to acquire 100% of EUC Management Pty Ltd, operating as Eucalyptus, valuing the enterprise at up to $1.15 billion, subject to net-debt and working-capital adjustments. The consideration includes about $240 million paid at closing, roughly $710 million deferred over 18 months in scheduled tranches, and up to $200 million in earnouts payable through early 2029. The agreement details allocations of upfront and deferred payments, with 40% of upfront proceeds directed to key employee sellers and tranche percentages for deferred amounts. Hims & Hers may settle most deferred and earnout obligations in cash or stock.
The company plans to fund the purchase with cash on hand and cash flows from its U.S. operations. Consummation depends on customary closing conditions, including regulatory approvals, key contract consents, no material adverse change, and no seller breach. The agreement is governed by New South Wales, Australia law and contemplates a possible pre-close revolving debt facility for the target of about $30 million, subject to Hims & Hers' credit agreement consents. The company filed a Form 8-K attaching the Deed and press release.
Eucalyptus Scale and Strategy
Eucalyptus reported a January 2026 gross-fulfilled-billings run-rate exceeding $450 million in annual recurring revenue (ARR) and had served more than 775,000 customers by February 2026. The company recorded triple-digit year-over-year ARR growth each quarter of 2025 and described itself as near profitability on an unaudited basis. It is the first Australian telehealth provider accredited under the Australian Council on Healthcare Standards' EQuIP6 program.
Eucalyptus operates in Australia, the U.K., Germany, Canada, and Japan. Its brands, including Juniper and Pilot, will transition onto Hims & Hers' platform over time. Eucalyptus co-founder and CEO Tim Doyle is expected to join Hims & Hers as senior vice president, International, after closing. The acquisition aims to expand personalized-care offerings in Australia and Japan while deepening Hims & Hers' presence in the U.K., Germany, and Canada and strengthening commercial ties with biotech and diagnostics partners.
"Healthcare challenges are global, and so is the demand for simpler, transparent, and more personalized healthcare," said Andrew Dudum, Hims & Hers founder and CEO.
Closing Conditions and Outlook
Hims & Hers expects the transaction to close in mid-2026. The deal remains subject to customary closing conditions, including regulatory approvals, key contract consents, no material adverse change, and no seller breach of the agreement. The company noted the potential for a pre-close revolving debt facility for Eucalyptus, subject to credit agreement consents.
Eucalyptus is positioned as a category leader in Australia with a clear path to leading telehealth markets in the U.K. and Germany within two years. The acquisition broadens Hims & Hers' international footprint and strengthens its commercial relationships with biotech and diagnostics firms.
