Hi Patrick I'm still here.....
This is getting very, very messy
The purported claim by Cosette is that a Material Adverse event has occurred, triggering the obligation to consult as a precursor to terminating the agreement. The basis for the claim (according to MYX statement) is the 9-month financial update on the 22nd of April, the legal proceedings relating to TXMD claims (disclosed on the 11/4/25) and the more recent FDA unnamed letter.
Mayne contends that there is nothing in those disclosures that triggers a Material Adverse event has occurred, and therefore no need to consult or do anything else.
So, who is right and what happens from here?
The business update contained a reduction in underlying EBITDA ($31M for the 6 months and $28.6M for 9 months) but maintaining a FY 25 forecast of $47-$51M.
The business update also contained the purchase of Twyneo & Epsolay potentially adding $60M in annual revenue in FY26.
The other two events do not present any material impact in my opinion.
My sense is that Cosette will not be able to prove that a Material Adverse event has occurred on the basis of those 3 months and they just probably want to see the books to date to reassure themselves that the 3Q performance is not continuing or they're looking to get out without paying the breakaway fees or they're scaring the shareholder base who are now more than willing to accept the $7.4 offer and vote yes.
The Scheme Booklet is out and some share holders have already voted on the $7.40 offer and not a potential reduction to this offer. So if Cosette wanted to negotiate a reduction in the offer, a new Scheme Booklet and Independent Expert report would have to be commissioned.
So my guess is that this offer is either maintained (Mayne is able to convince Cosette that all is well) or Cosette walks away completely and triggers a legal fight about costs.
Sad but true, what a headache this company is.
Cheers
Hadrian
(20min delay)