Mayne Pharma Board Supports $672 Million takeover by Cosette

Cosette’s Offer Price Well In Excess of Mayne’s Last Close

Mayne Pharma (ASX:MYX) has received a takeover offer from U.S.-based Cosette Pharmaceuticals, Inc., marking a major milestone in the Australian pharmaceutical sector. The agreement, structured as a Scheme of Arrangement, will see Cosette acquire 100% of Mayne Pharma’s shares for $7.40 per share, valuing the takeover target at approximately $672 million.

The offer price represents a significant premium across multiple share price benchmarks, including a 37% increase on Mayne Pharma’s last closing price and a 57% premium to its 180-day volume-weighted average price (VWAP).

Board Supports the Takeover

Mayne Pharma’s Chair, Frank Condella, believes the deal represents a compelling opportunity for shareholders.

“We are pleased that Cosette has recognised significant value in Mayne Pharma, particularly in our women’s health and dermatology businesses,” he said. “The offer provides shareholders with the opportunity to receive cash value at a significant premium.”

The Mayne Pharma Board has unanimously recommended that shareholders vote in favour of the scheme, provided no superior proposal emerges and an independent expert confirms the offer is in the best interests of shareholders.

CEO Highlights Strategic Fit

Mayne Pharma CEO, Shawn Patrick O’Brien, sees the transaction as a validation of the company’s growth strategy.

“Attracting an offer from a strategic buyer who is active in the U.S. dermatology and women’s health markets, such as Cosette, reflects the excellent work our teams have been doing,” he said. “Having broadened our portfolio and improved patient access through a refined U.S. channel strategy, we have executed against our corporate strategies with precision.”

Strong Shareholder Support

Two of Mayne Pharma’s largest shareholders, Viburnum Funds and Bruce Mathieson, who together own 14.1% of the company, have already signalled their intention to vote in favour of the deal, barring a superior proposal.

Additionally, Rubric Capital, which holds 100% of Mayne Pharma’s Convertible Notes, has agreed to divest its notes upon the scheme’s completion at an equivalent value to the takeover price per share.

Regulatory Approvals and Next Steps

While the acquisition is fully funded, it remains subject to regulatory approvals, shareholder approval, and court approval. The scheme booklet, which will provide shareholders with additional details, including an independent expert’s assessment, will be distributed ahead of the scheme meeting, expected to take place between late April and early May 2025.

If all conditions are met, the transaction is anticipated to be completed between late May and early June 2025.

About the Buyer: Cosette Pharmaceuticals

Cosette Pharmaceuticals is a U.S.-based pharmaceutical company focused on dermatology and women’s health. The company specialises in manufacturing complex dosage forms, including topical creams, oral solutions, and suppositories. Backed by Avista Healthcare Partners and Hamilton Lane, Cosette operates out of New Jersey and North Carolina with a workforce of over 350 employees.

With its strong presence in the U.S. pharmaceutical sector, Cosette’s acquisition of Mayne Pharma is set to enhance its portfolio and expand its reach in the Australian market.

What’s Next for Investors?

Mayne Pharma shareholders are not required to take any immediate action. They will have the opportunity to vote on the scheme at the upcoming scheme meeting, with further details to be provided in the scheme booklet.

For now, all eyes will be on the regulatory approval process and the final shareholder decision that will determine the future of this planned major pharmaceutical acquisition.