98.57% Vote For Cosette’s $7.40 Per Share Acquisition of Mayne Pharma
Mayne Pharma shareholders have overwhelmingly approved the scheme of arrangement for Cosette Pharmaceuticals to acquire the company at $7.40 per share, despite ongoing legal challenges and regulatory approvals still pending.
- Shareholders approve Cosette’s full acquisition scheme at $7.40 per share
- Mayne Pharma board unanimously recommends the scheme, pending no superior offer
- Legal dispute with Cosette over alleged material adverse change delays implementation
- Final court approval scheduled for 18 September 2025
- Foreign Investment Review Board approval remains outstanding
Shareholder Approval Secured Amid Complex Backdrop
On 18 June 2025, Mayne Pharma Group Limited convened a pivotal Scheme Meeting where shareholders overwhelmingly voted in favour of a proposed acquisition by Cosette Pharmaceuticals, Inc. The scheme, which would see Cosette acquire 100% of Mayne Pharma shares at $7.40 each, received strong support with 98.57% of proxy votes cast in favour. This endorsement comes despite a backdrop of legal and regulatory complexities that continue to cloud the path to completion.
Board’s Unwavering Support and Expert Validation
The Mayne Pharma board remains united in recommending the scheme, contingent on the absence of a superior proposal and the Independent Expert’s continued affirmation that the deal is in shareholders’ best interests. Deloitte Corporate Finance Pty Ltd, acting as the Independent Expert, has assessed the offer as fair and reasonable, valuing Mayne Pharma shares between $6.61 and $7.99, placing the scheme consideration comfortably within this range.
Legal Dispute Casts Shadow Over Timetable
However, the acquisition’s implementation faces a significant hurdle. Cosette has purported to terminate the Scheme Implementation Deed, citing a material adverse change, triggering litigation in the Supreme Court of New South Wales. Mayne Pharma disputes these claims and has filed proceedings seeking a declaration that the termination is invalid. This legal battle has delayed the final court hearing, now scheduled for 18 September 2025, pushing back the anticipated completion timeline.
Regulatory Approvals Pending
In addition to the court proceedings, the scheme’s success hinges on regulatory approvals, notably from the Foreign Investment Review Board (FIRB), which has yet to grant its consent. Cosette has committed to progressing the FIRB process, and Mayne Pharma has pledged to keep shareholders informed of any developments. Until these approvals and court rulings are secured, Mayne Pharma will continue to operate as a standalone ASX-listed entity.
Looking Ahead
With shareholder backing firmly in place, the focus now shifts to the resolution of legal disputes and regulatory clearances. The outcome of these factors will determine whether the acquisition proceeds as planned or faces further delays or complications. Investors and market watchers will be closely monitoring the court’s September hearing and any updates on FIRB approval as critical next steps in this high-stakes transaction.
Bottom Line?
Mayne Pharma’s acquisition by Cosette is approved by shareholders but hinges on resolving legal and regulatory uncertainties.
Questions in the middle?
- Will the Supreme Court rule in Mayne Pharma’s favour on the termination dispute?
- How soon can FIRB approval be expected, and could it impose conditions?
- Could a superior proposal emerge before the scheme’s final implementation?