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Israeli Drugmaker Foamix to Merge with US-based Menlo Therapeutics in Stock-for-Stock Deal
Thursday 14 November 2019

14 November 2019 - Israel-based pharmaceutical company Foamix Pharmaceuticals Ltd. (NASDAQ: FOMX) has agreed to merge with New Jersey, US-based Menlo Therapeutics Inc. (NASDAQ: MNLO) to form a combined biopharmaceutical company focussed on the commercialisation and development of therapeutics in the dermatology space, the company said.
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.
The exchange ratio implies an 18% premium to Menlo shareholders based upon the 10-day average volume weighted trading price for each company.
Foamix shareholders will own approximately 59% of the combined company and Menlo shareholders will own approximately 41%.
The combined company will have a diversified portfolio including an approved product and three late-stage product candidates focussed on dermatologic indications.
Foamix Pharmaceuticals is a speciality pharmaceutical company working to solve therapeutic challenges in dermatology and beyond.
Menlo Therapeutics Inc. is a late-stage biopharmaceutical company focussed on the development of serlopitant, a once-daily oral NK1 receptor antagonist, for the treatment of pruritus.
Barclays acted as exclusive financial advisor to Foamix. Skadden, Arps, Slate, Meagher and Flom, LLP and Meitar, Liquornik, Geva, Leeshem and Tal acted as Foamix's legal counsel in connection with the transaction. Guggenheim Securities, LLC acted as exclusive financial advisor to Menlo.
Latham and Watkins LLP and Herzog, Fox and Neeman acted as Menlo's legal counsel in connection with the transaction.
Details
Date Published: 14/11/2019
Target: Menlo Therapeutics Inc
Country: USA
Deal Size: 112m (USD)
Sector: Pharmaceuticals
Type: Corporate acquisition
Financing: Stock
Status: Agreed
Vendor:
Buyer: Foamix Pharmaceuticals
Buyer Advisor: Barclays , Skadden, Arps, Slate, Meagher and Flom, Meitar, Liquornik, Geva, Leeshem and Tal
Comment:
Foamix shareholders will own approximately 59% of the combined company and Menlo shareholders will own approximately 41%.

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