Filed by Menlo Therapeutics Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Foamix Pharmaceuticals Ltd.
Commission File No. 001-36621
[Name]
[Date]
Hi [Name],
As you know, on November 10, 2019, Menlo
Therapeutics Inc. (the Company or Menlo or we or us) and Foamix Pharmaceuticals Ltd. (Foamix) entered into a merger agreement, pursuant to which Foamix will become a wholly-owned subsidiary
of Menlo. While Menlo is the legal acquirer in the transaction, Foamix shareholders will receive shares in Menlo such that Foamix shareholders will own at least 59% of the combined company following the completion of the merger (commonly referred to
as the closing). This letter will provide you with some information regarding the timeline for the closing and information about your position and employment with Menlo after the closing.
The shareholder votes in connection with the merger for both Menlo and Foamix are scheduled for February 6, 2020. Assuming shareholder approval of the
merger and completion of all other closing conditions set forth in the merger agreement, the closing is expected to occur sometime the week of March 9, 2020.
After the closing, Menlo and Foamix will combine operations. As a result, your position is expected to be eliminated on the date of closing. We will provide
more details on the expected timing and process as we get closer to that time.
In the meantime, please refer to the letter dated Thursday, Nov. 21, 2019
for specifics about severance payments and benefits you may be eligible to receive in connection with the elimination of your position, and the terms and conditions of such severance payments and benefits.
As always, your manager will have the most helpful direction for your work priorities and responsibilities.
Between now and early March, we will be as transparent as possible about the rest of the merger process and hope that you will be open about your questions
and concerns as well.1
This is a strong team that continues to be focused on getting the trial
results for CPUO and PN, and preparing for an NDA submission. If serlopitant ultimately receives FDA approval, we will have accomplished a great thing. Serlopitant may change the lives of hundreds of thousands of patients. We will always share the
experience of being the team that through hard work, determination and passion, got serlopitant to where it is today.
Steve Basta
200 Cardinal Way 2nd Floor Redwood City, CA 94063