Panel declares unacceptable circumstances in Mayne Pharma acquisition

The Takeovers Panel has declared unacceptable circumstances regarding Cosette Pharmaceuticals, Inc.'s proposed acquisition of Mayne Pharma Group Limited. This decision follows Cosette's change in intention concerning Mayne Pharma's Salisbury Site, shifting from continuing operations to seeking disposal or closure. The Panel found this change risked FIRB approval and created an uninformed, inefficient, and uncompetitive market for control between June 24 and September 8, 2025.

Mayne Pharma shareholders voted in favor of the A$7.40 cash per share scheme on June 18, 2025. However, Cosette served termination notices alleging a "Mayne Material Adverse Change" and other breaches. The court subsequently determined no MAC occurred, invalidating the termination notices and leaving the Scheme Implementation Deed valid.

The Panel has ordered Cosette to agree to conditions from the treasurer regarding the Salisbury Site, including restraints on its closure, consistent with its initial intentions disclosure in the Scheme Booklet. Additionally, both parties must disclose all communications with the Foreign Investment Review Board related to Cosette's application.