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Foamix Pharm And Menlo Therapeutics To Merge - Quick Facts

Foamix Pharmaceuticals Ltd. (FOMX) and Menlo Therapeutics Inc. (MNLO) announced Monday that they have signed a definitive merger agreement to create a combined biopharmaceutical company focused on the commercialization and development of therapeutics to serve patients in the dermatology space. The Boards of Directors of both Foamix and Menlo have unanimously approved the transaction.

The transaction is expected to be completed in late first quarter or early second quarter of fiscal 2020. This will be subject to approval of the merger by Foamix shareholders, approval of the share issuance to Foamix shareholders by Menlo stockholders, as well as regulatory approvals and satisfaction of other customary closing conditions

The combined company will have a diversified portfolio including an approved product and three late-stage product candidates focused on dermatologic indications.

The transaction is structured as a stock-for-stock exchange, enabling the Foamix and Menlo shareholders to share in the upside advantages of combining the companies.

Under the terms of the merger agreement, each share of Foamix stock will be exchanged for 0.5924 of a share of Menlo common stock and a contingent stock right.

After closing the deal, Foamix shareholders will own approximately 59% of the combined company and Menlo shareholders will own approximately 41% on a pro forma, fully diluted basis.

Further, Foamix shareholders will increase pro forma ownership of the combined company to upto 82% based on the results of the Phase III prurigo nodularis trials before May 31, 2020.

The combined company will be led by David Domzalski, CEO of Foamix and headquartered in New Jersey. The board of the combined company will consist of five members designated by Foamix and two members designated by Menlo, including Steve Basta, its CEO.
Foamix Pharm and Menlo Therapeutics to merge - Quick Facts

Foamix Pharmaceuticals Ltd. (FOMX) and Menlo Therapeutics Inc. (MNLO) announced Monday that they have signed a definitive merger agreement to create a combined biopharmaceutical company focused on the commercialization and development of therapeutics to serve patients in the dermatology space. The Boards of Directors of both Foamix and Menlo have unanimously approved the transaction.

The transaction is expected to be completed in late first quarter or early second quarter of fiscal 2020. This will be subject to approval of the merger by Foamix shareholders, approval of the share issuance to Foamix shareholders by Menlo stockholders, as well as regulatory approvals and satisfaction of other customary closing conditions

The combined company will have a diversified portfolio including an approved product and three late-stage product candidates focused on dermatologic indications.

The transaction is structured as a stock-for-stock exchange, enabling the Foamix and Menlo shareholders to share in the upside advantages of combining the companies.

Under the terms of the merger agreement, each share of Foamix stock will be exchanged for 0.5924 of a share of Menlo common stock and a contingent stock right.

After closing the deal, Foamix shareholders will own approximately 59% of the combined company and Menlo shareholders will own approximately 41% on a pro forma, fully diluted basis.

Further, Foamix shareholders will increase pro forma ownership of the combined company to upto 82% based on the results of the Phase III prurigo nodularis trials before May 31, 2020.

The combined company will be led by David Domzalski, CEO of Foamix and headquartered in New Jersey. The board of the combined company will consist of five members designated by Foamix and two members designated by Menlo, including Steve Basta, its CEO.

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