Foamix Pharmaceuticals Ltd. (Nasdaq: FOMX) and Menlo Therapeutics Inc. (Nasdaq: MNLO) today announced 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. There will be a conference call and webcast with slides, at 8:30 a.m. Eastern Time today Monday, November 11th, with Foamix and Menlo to discuss the merger and respond to questions. Menlo plans to file a Registration Statement on Form S-4 containing a joint proxy statement/prospectus of Menlo and Foamix and other documents concerning the proposed merger with the Securities and Exchange Commission (the “SEC”). All Rights Reserved. Foamix Corporate Contact: Readers are urged to consider these factors carefully in evaluating these forward-looking statements. David Domzalski, Foamix Chief Executive Officer, said: “The combination of Menlo with Foamix accelerates our progression in becoming a leading dermatology-focused company with several late-stage assets that can leverage the commercialization infrastructure we are building to support the launch of AMZEEQTM. Recognizing the near term data coming from Menlo’s Phase III trials in PN, the transaction accounts for the data outcomes by providing a premium to Menlo in the event that both trials are successful, while creating a mechanism to provide more shares to Foamix shareholders to provide downside adjustment if one or both PN trials do not hit their primary endpoint. Therefore, investors should monitor Foamix’s website in addition to following its press releases, filings with the Securities and Exchange Commission, public conference calls, and webcasts. Serlopitant is a small molecule, highly selective NK1 receptor antagonist. Under the deal, Giants Merger Subsidiary Ltd., a subsidiary of Menlo, will merge with and into Foamix, with Foamix surviving as a wholly-owned subsidiary of Menlo. In the event that the results of the Phase III PN trials are received prior to closing (or if the results of neither trial has been announced by May 31, 2020 and the closing occurs thereafter), then the exchange ratio will be amended based on the clinical trial results and no CSRs will be issued. Barclays acted as exclusive financial advisor to Foamix. Menlo Therapeutics Inc. is a different type of biopharmaceutical company working to solve some of today’s most difficult therapeutic challenges in dermatology and beyond. The combined company will have a diversified portfolio including an approved product and three late-stage product candidates focused on dermatologic indications. Its proprietary Molecule Stabilizing Technology (MST™) is utilized in the Company’s dermatology products and in other products currently in development: FMX103 for the potential treatment of moderate to severe papulopustular rosacea and FCD105 for the potential treatment of moderate to severe acne. VYNE Therapeutics™ is working to solve some of today’s most difficult therapeutic challenges. 646-889-1200 Guggenheim Securities, LLC acted as exclusive financial advisor to Menlo. Acne is a chronic, inflammatory skin condition that affects the skin’s oil glands and hair follicles. For more information, visit www.menlotherapeutics.com. On November 10, 2019, Menlo Therapeutics Inc., a Delaware corporation (“Menlo”), Foamix Pharmaceuticals Ltd., a company organized under the laws of the State of Israel (“Foamix”) and Giants Merger Subsidiary Ltd., a company organized … This press release does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Menlo’s actual results to differ from those contained in the forward-looking statements, see the sections titled “Risk Factors” in (i) Menlo’s most recent annual report on Form 10-K, (ii) Foamix’s most recent quarterly report on Form 10-Q and (iii) Menlo’s definitive joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission under Rule 424(b)(3) on January 7, 2020, as well as discussions of potential risks, uncertainties, and other important factors in Menlo’s subsequent filings with the U.S. Securities and Exchange Commission. 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 (“CSR”). Media Relations:Vusi MoyoZeno [email protected], Investor Relations:Joyce AllaireLifeSci Advisors, [email protected], Exchange Agent: American Stock Transfer & Trust Company, LLC (877) 248-6417. Foamix Pharmaceuticals, an Israeli pharmaceutical company with its U.S. headquarters in Bridgewater, announced on Thursday a merger agreement with Redwood City, California-based Menlo Therapeutics, a late-stage biopharmaceutical firm.. To the extent the holdings of Menlo securities by Menlo’s directors and executive officers or the holdings of Foamix securities by Foamix’s directors and executive officers have changed since the amounts set forth in Menlo’s or Foamix’s respective proxy statement for its 2019 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Skadden, Arps, Slate, Meagher & Flom, LLP and Meitar, Liquornik, Geva, Leeshem and Tal acted as Foamix’s legal counsel in connection with the transaction. The company’s clinical development program for serlopitant covers three indications and includes two ongoing Phase 3 clinical trials for the treatment of pruritus associated with prurigo nodularis, a Phase 3-ready clinical program for the treatment of pruritus associated with psoriasis, and a Phase 2 clinical trial for the treatment of chronic pruritus of unknown origin. Upon completion of the merger, pursuant to the terms of the merger agreement, Foamix became a wholly owned subsidiary of Menlo. The combined company has a compelling product portfolio and late-stage pipeline. http://public.viavid.com/index.php?id=138439. Foamix is a specialty pharmaceutical company working to solve some of today’s most difficult therapeutic challenges in dermatology and beyond. BRIDGEWATER, N.J., March 09, 2020 (GLOBE NEWSWIRE) -- Menlo Therapeutics Inc (Nasdaq: MNLO) (“Menlo” or the “Company”) announced today the completion of its merger with Foamix Pharmaceuticals, Ltd. (Nasdaq: FOMX) (“Foamix”) following the satisfaction of all closing conditions required by the merger agreement. Menlo and Foamix make available free of charge at www.menlotherapeutics.com and www.foamix.com, respectively (in the “Investor Relations” section), copies of materials they file with, or furnish to, the SEC. Additional Information and Where to Find It. Menlo Therapeutics and Foamix Pharmaceuticals Complete Merger, Creating a Combined Company Focused on the Development and Commercialization of Therapeutics for Dermatologic Indications. See in particular Item 1A of Part II of Menlo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 under the heading “Risk Factors” and Item 1A of Part II of Foamix’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 under the heading “Risk Factors.” The risks and uncertainties described above and in Menlo’s most recent Quarterly Report on Form 10-Q and Foamix’s most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Menlo and Foamix and their respective businesses, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Foamix Announces OrbiMed’s Support of Merger with Menlo Therapeutics. If approved, FMX103 would be the first minocycline product available for rosacea patients. Tachykinins have a broad range of functions in the nervous and immune systems. Foamix ordinary shares ceased trading as of the close of trading on March 6, 2020. “Our new corporate branding, VYNE Therapeutics, reflects an evolution of our business which combines the strengths and traditions of our legacy companies ─ Menlo Therapeutics and Foamix Pharmaceuticals ─ with our ambition to build a sustainable, fully … The Boards of Directors of both Foamix and Menlo …
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