Mayne Pharma shareholders back $672m Cosette acquisition amid termination battle
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The news: Mayne Pharma shareholders have overwhelmingly backed a proposed $672 million acquisition by US-based Cosette Pharmaceuticals, even as the suitor is set to defend two termination notices in a September court battle.
The numbers: Of the 89.64% of shareholders that were present, 99.06% voted in favour of the deal.
Shares in Mayne opened higher but had fallen 0.6% to $5.19 at 11:22am AEST, which is below the proposed $7.40 per share price agreed to under the scheme implementation deed in February.
The context: Subject to a determination on the validity of Cosette’s termination notices - listed for hearing commencing on 9 September - the Supreme Court of New South Wales is scheduled to give legal effect to the deal at a court hearing on 18 September.
Cosette’s first termination notice is based on its claim that a material adverse change has occurred at Mayne Pharma while its second notice is based on the claim that it breached the Mayne representation and warranty as defined in the scheme implementation deed.
The reluctant US-based suitor has also filed a cross-claim that alleges Mayne has engaged in misleading or deceptive conduct in breach of the Australian Consumer Law.
Mayne rejects the validity of the termination notices and denies the allegations in the cross-claim.
According to the scheme implementation deed, Mayne Pharma’s legal advisors are Gilbert + Tobin and Arnold & Porter while Cosette’s legal advisors are Corrs Chamber Westgarth and Ropes & Gray.
