Australian court dismisses Cosette appeal to drop Mayne Pharma takeover

Mayne Pharma

14/10/2026 03:29

Oct 14 (Reuters) - Australia's New South Wales Court of Appeal on Wednesday rejected Cosette Pharmaceuticals' bid to terminate its takeover of Mayne Pharma MYX.AX, upholding an earlier ruling that the US-based drugmaker had no valid grounds to abandon the deal.
Here are some of the details:

Cosette bid A$7.40 per share for Mayne in February last year but later tried to back out, saying a deterioration in Mayne's financial performance constituted a material adverse change that voided the agreement.
The NSW Court of Appeal found the decline in Mayne's sales performance was insufficient to meet the threshold for a material adverse change under the scheme implementation deed.
The court said cost savings made by the ASX-listed firm had to be taken into account when assessing the earnings impact.
"Cosette failed on both grounds. The trial judge found that aspects of MPG’s Q3 FY25 sales performance did constitute an adverse change, but did not qualify as a material adverse change within the meaning of the SID (scheme implementation deed)," the court said.
The court also rejected Cosette's claim that Mayne had misled it regarding its expected 2025 earnings performance. 
The court also ordered Cosette to pay the legal costs of the appeal.
The A$672 million ($469.7 million) takeover has faced political opposition, with South Australian Premier Peter Malinauskas criticising the transaction. Federal Treasurer Jim Chalmers blocked the deal in November last year on national interest grounds.
Mayne Pharma entered a trading halt earlier on Wednesday pending the decision.


($1 = 1.4308 Australian dollars)

 (Reporting by Rajasik  Mukherjee in Bengaluru; Editing by Subhranshu Sahu)
 ((Rajasik.Mukherjee@thomsonreuters.com;))