Adelaide, Australia – 21 February 2025 – Mayne Pharma Group Limited (ASX: MYX) has announced that it has entered into a Scheme Implementation Deed with Cosette Pharmaceuticals, Inc., a U.S.-based pharmaceutical company, in a deal that values Mayne Pharma at approximately A$672 million. Under the agreement, Cosette will acquire 100% of Mayne Pharma’s shares at A$7.40 per share in cash, representing a significant premium to its recent trading price.
A Strong Offer with a Significant Premium
The offer price represents:
- A 37% premium to Mayne Pharma’s last closing share price before the announcement.
- A 42% premium to its 30-day volume-weighted average price (VWAP).
- A 50% premium to its 90-day VWAP.
- A 57% premium to its 180-day VWAP.
The Mayne Pharma Board has unanimously recommended that shareholders vote in favor of the Scheme, provided no superior proposal emerges and an independent expert deems the transaction to be in shareholders’ best interests.
Why Cosette?
Cosette Pharmaceuticals specializes in women’s health and dermatology, two key areas of Mayne Pharma’s business. With manufacturing facilities in New Jersey and North Carolina, and backed by Avista Healthcare Partners and Hamilton Lane (Nasdaq: HLNE), Cosette has the resources and expertise to support Mayne Pharma’s ongoing growth.
Mayne Pharma Chair, Frank Condella, welcomed the acquisition, stating:
“We are pleased that Cosette recognizes the value in Mayne Pharma’s portfolio, particularly in women’s health and dermatology. This deal offers our shareholders a substantial cash premium and rewards their support of our business.”
CEO Shawn Patrick O’Brien echoed this sentiment:
“This agreement marks a pivotal moment for Mayne Pharma. Attracting an offer from a strategic buyer like Cosette highlights the progress we’ve made in expanding our portfolio and refining our U.S. market strategy. We enter this next phase as a stronger, more agile company.”
Shareholder and Regulatory Approvals
The acquisition is subject to standard regulatory approvals, court approval, and a shareholder vote expected in late April or early May 2025. Notably, Mayne Pharma’s two largest shareholders—Viburnum Funds and Bruce Mathieson—who together hold 14.1% of shares, have indicated their intention to vote in favor of the deal, absent a superior proposal.
Additionally, Rubric Capital, which holds 100% of Mayne Pharma’s convertible notes, has agreed to divest its holdings at completion, further solidifying the path to closing the deal.
What Happens Next?
A Scheme Booklet containing further details, including an independent expert’s report, will be provided to shareholders before the vote. If approved, the deal is expected to close by late May to early June 2025.
Mayne Pharma has engaged Jefferies Australia as financial adviser, with Gilbert + Tobin and Arnold & Porter as legal advisers. Cosette is being advised by Santander US Capital Markets LLC and UBS AG, with Corrs Chambers Westgarth and Ropes & Gray LLP as legal counsel.
