Regulatory Orders Freeze Mayne Pharma Deal, Raising Completion Risks

Background to the Panel's Intervention

Mayne Pharma Group Limited has found itself at the centre of regulatory scrutiny as the Takeovers Panel steps in to oversee proceedings related to its proposed acquisition by Cosette Pharmaceuticals, Inc. The dispute arises from the Scheme Implementation Deed signed earlier this year, which outlines the terms under which Cosette would acquire Mayne Pharma through a members’ scheme of arrangement.

On 6 November 2025, Mayne Pharma applied to the Panel, prompting the regulator to issue interim orders designed to preserve the status quo while the matter is fully considered. This move highlights the complexities and potential frictions that can emerge during high-stakes corporate transactions, particularly in the pharmaceutical sector where strategic acquisitions are common.

Key Details of the Interim Orders

The Panel’s interim orders specifically amend the definition of the 'End Date' in the Scheme Implementation Deed, extending it to 24 November 2025 or another mutually agreed date. This extension is critical as it prevents Cosette from unilaterally terminating the agreement on the grounds that the original deadline has passed.

Moreover, the orders restrain Cosette from taking any steps to terminate the Scheme Implementation Deed under certain clauses without prior consent from the Panel. This effectively freezes the current state of affairs, ensuring that neither party can abruptly exit the deal without regulatory oversight.

Implications for Mayne Pharma and Shareholders

For Mayne Pharma shareholders, the Panel’s intervention offers a temporary safeguard against sudden changes that could disrupt the anticipated transaction. It also signals that the takeover process is entering a more contentious phase, with regulatory bodies closely monitoring compliance and fairness.

While the interim orders do not prejudge the final outcome, they underscore the importance of due process and the need for both parties to negotiate in good faith. The extension provides additional time to resolve outstanding issues, but it also introduces uncertainty about the deal’s ultimate completion.

Looking Ahead

The interim orders will remain in effect for up to two months or until the Panel makes a further decision. Investors and market watchers will be keenly awaiting the Panel’s final determination, which could have significant ramifications for the valuation and strategic direction of Mayne Pharma.

As the pharmaceutical industry continues to consolidate, the outcome of this dispute may set precedents for how takeover schemes are managed and regulated in Australia, particularly when deadlines and contractual terms come under challenge.