Approved
Foamix and Menlo Announce Shareholder Approval of Proposed Merger
February 6, 2020 at 1:00 PM EST
PDF Version
Transaction on Track to Close in early March 2020
REHOVOT, Israel and BRIDGEWATER, N.J. and REDWOOD CITY, Calif., Feb. 06, 2020 (GLOBE NEWSWIRE) -- Foamix Pharmaceuticals Ltd. (Nasdaq: FOMX ) and Menlo Therapeutics Inc. (Nasdaq: MNLO) today announced that the shareholders of Foamix and stockholders of Menlo voted to approve all shareholder and stockholder proposals necessary to complete the previously announced merger at their respective shareholder / stockholder meetings held earlier today. Pending the expiration of a 30-day waiting period required by Israeli law and satisfaction of closing conditions set forth in the merger agreement between Foamix, Menlo and Giants Merger Subsidiary Ltd., a wholly-owned subsidiary of Menlo, Menlo’s merger subsidiary will merge with and into Foamix, with Foamix surviving as a wholly-owned subsidiary of Menlo.
“We are pleased with the outcome of today’s extraordinary general meeting and thank our shareholders for their support for this combination,” said David Domzalski, Chief Executive Officer of Foamix. “The combination of Menlo with Foamix will accelerate our progression in becoming a leading dermatology-focused company with several late-stage assets that can leverage the commercialization infrastructure we have created to support the launch of AMZEEQTM.”
“I would like to thank our stockholders for their overwhelming support of this transaction,” said Steve Basta, Menlo’s Chief Executive Officer. “The combined company will be well positioned to develop and commercialize therapies to address the needs of patients with dermatologic conditions. We believe that together we have the potential to generate long-term, sustainable value for stockholders and superior solutions and choices for patients.”
The parties expect to complete the merger in early March 2020. If the merger closes before May 31, 2020, as planned, at closing Menlo will issue 0.5924 shares of its common stock for each outstanding ordinary share of Foamix, with those issued shares collectively representing approximately 59% of the combined company, as well as a non-transferable contingent stock right to potentially receive additional shares in Menlo based on the results of Menlo’s Phase III trials of serlopitant for the treatment of pruritus associated with prurigo nodularis, as more fully described in the companies’ joint proxy statement/prospectus on Form S-4.
Each of Foamix and Menlo will file the final voting results from its extraordinary general meeting and special meeting, respectively, on Form 8-K with the U.S. Securities and Exchange Commission after certification by each company’s inspector of elections.
