US firm could be solution to Mayne Pharma sale wrangle By...

US firm could be solution to Mayne Pharma sale wrangle
By BRIDGET CARTER
7:30PM JUNE 08, 2025

Mayne Pharma’s suitor Cosette may be playing hardball with its target in a quest to wrestle its way out of a $675m buyout deal, but perhaps the solution could lie with one of its US-based rivals.
DataRoom can reveal that at the time that Cosette was sniffing around the $400m Mayne, a US-based group, believed to be Organon, was an underbidder for the business. Although Organon bid for the business, the price was below Cosette’s bid.
One strategy for Mayne Pharma’s deal team could be reapproaching Organon to determine if it remains keen on the business, agrees a deal to sell it to the company, and then take legal action against Cosette to recover the extra amount it would have received if its binding deal had proceeded. DataRoom understands Mayne has been prepared to go to the negotiating table with Cosette in a quest to see if it can get a deal done, albeit at a lower price.
But Cosette has shown no willingness to negotiate and terminated its buyout agreement that had been a binding deal.
It has claimed there had been a Material Adverse Change (MAC), which meant Mayne Pharma has breached its terms and it could legally walk away.
This came after a 10-day consultation period which concluded without a successful resolution with the Australian-listed drug maker.
It claimed that the MAC was related to a series of events, including a lower-than-expected April trading update and concerns about ongoing litigation with TherapeuticsMD and a letter from the Food and Drug Administration.
In the letter, the FDA claims a presentation made false or misleading claims about the risks of Mayne’s contraceptive drug that it sells, Nextsellis.
But Mayne said it rejected the notice as invalid and reiterated its position that there was no MAC.
Cosette’s price of $7.40 per share agreed in February for Mayne is around the middle of the price range offered by an independent expert, which suggests between $6.61 and $7.99 is fair and reasonable. It may be that the price is revised down to about $6.70 per share.
Any bid accepted by Organon would need to be within this range to be accepted by the board.
Mayne Pharma’s shares last traded at $5.02 with its market value at $398m.
Mayne produces a range of medications for the Australian and US markets.
New Jersey-based Organon is listed on the New York Stock Exchange with a $US2.5bn market value, but has $US8.9bn debt against $US675m of cash.
It generated almost $US2bn of earnings before interest, tax, depreciation and amortisation last year with its primary area of focus being products for women in sectors where therapeutic gaps exist, such as contraception, fertility and maternal health.
Working as an adviser to Mayne Pharma is Jefferies, while UBS is advising Cosette.