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Highlights
Mayne Pharma Group Ltd (ASX:MYX) to continue with shareholder vote on Cosette Pharma's acquisition
Cosette declares deal termination citing material change; Mayne challenges the claim
Supreme Court defers approval hearing pending outcome of shareholder meeting
Mayne Pharma Group Ltd (ASX:MYX), listed on the healthcare segment of the ASX 200, remains in the spotlight after recent developments surrounding its proposed acquisition by US-based Cosette Pharmaceuticals. Despite Cosette issuing a termination notice, Mayne has confirmed that it will proceed with the scheduled scheme meeting for shareholders. The scheme meeting is expected to take place in mid-June, where shareholders will be asked to vote on the transaction.
This move keeps Mayne at the center of a complex and high-stakes corporate dispute, drawing attention to the broader implications for the pharmaceutical sector.
Cosette Withdrawal Triggers Legal Standoff
Cosette Pharmaceuticals informed Mayne Pharma that it was terminating the acquisition agreement. According to Cosette, the reason for withdrawal was a material adverse change related to Mayne’s business. However, this claim has been disputed by Mayne, which maintains that the deal remains valid and enforceable.
Mayne has publicly stated that it is reviewing its legal options and may pursue a challenge in court. The disagreement between the two parties introduces uncertainty, as legal interpretations surrounding material adverse change clauses can vary significantly depending on the specifics and jurisdiction involved.
Scheme Meeting to Proceed Despite Termination
Mayne Pharma confirmed that it will continue with the shareholder vote as originally planned. A supplementary scheme booklet has been distributed to shareholders ahead of the meeting. The company emphasized its commitment to ensuring transparency and compliance with all regulatory and procedural obligations.
The decision to move forward with the scheme meeting highlights Mayne’s position that the agreement remains intact, even in the face of Cosette’s opposition. This strategic decision appears aimed at maintaining momentum while also preserving legal avenues in the event of shareholder approval.
Court Approval Hearing Rescheduled by Supreme Court
Following the contested status of the acquisition, the Supreme Court has decided to postpone its hearing date for final approval of the scheme. The original date set for late June has now been pushed back to mid-September. This extension provides additional time to resolve the legal contention and allows for the outcome of the shareholder vote to be considered in any further proceedings.
Delays in court approvals are not uncommon in merger transactions, particularly when disputes arise post-agreement. The extension ensures that all relevant materials and arguments can be assessed before any final judgment is issued.
Advisory Firms Remain Engaged Across Both Parties
Both Mayne Pharma and Cosette Pharmaceuticals have maintained the support of legal and financial advisors throughout the transaction process. Mayne has engaged Gilbert + Tobin and Arnold & Porter for legal counsel, with Jefferies Australia acting as its financial advisor.
On the other side, Cosette Pharmaceuticals is being advised by Corrs Chambers Westgarth and Ropes & Gray for legal matters, while Santander US Capital Markets and UBS continue to serve as financial consultants. These firms remain active in supporting both sides through the ongoing dispute and any forthcoming legal and corporate actions.
