Mayne Pharma Group (ASX:MYX) chair Bruce Robinson told shareholders at the company’s 2025 annual general meeting in Melbourne that the board is “understandably disappointed” a proposed all-cash takeover by Cosette Pharmaceuticals did not proceed, and said the company will “vigorously defend” Cosette’s appeal in ongoing legal proceedings.
The meeting was held as a hybrid event and followed an Australian Securities and Investments Commission extension that had been granted due to the pending scheme of arrangement with Cosette. Robinson said the scheme “did not complete in November as anticipated,” necessitating the AGM being convened on the day of the meeting.
FY25 results show improved earnings and cash flow
Gray said the FY25 improvement was also visible in direct segment contribution, which increased year-over-year by AUD 21.2 million to AUD 109.7 million, with women’s health cited as the largest driver of the increase.
- Women’s health: Robinson said segment revenue rose 25% in FY25, with NEXTSTELLIS supported by demand cycle growth and higher net sales year-on-year. Gray reported NEXTSTELLIS demand cycles grew 30% and the licensed women’s health portfolio grew 17%.
- Dermatology: Management pointed to portfolio actions and channel optimization. Robinson referenced the acquisition of EPSOLAY and TWYNEO and the launch of a new branded Retin-A product. Gray noted impacts from at-risk generic competition on authorized generic Oratia, as well as significant contribution from RHOFADE despite coverage loss.
- International/manufacturing: The company completed and inaugurated a major upgrade of its Salisbury facility in December 2025 and improved DIFOT performance to 96.5% versus 91% at 1H FY25. Robinson also said Mayne Pharma International received three South Australian Premiers’ Business and Export Awards, including South Australian Business of the Year.
Cosette scheme termination and ongoing legal process
Robinson recounted the timeline of the Cosette transaction. On 20 February 2025, Mayne Pharma entered into a scheme implementation deed for an acquisition of all shares at AUD 7.40 per share in cash, with the board unanimously recommending the scheme subject to an independent expert’s conclusion that it was in shareholders’ best interests.
Robinson said Cosette later sought to withdraw, which led to proceedings before the Supreme Court of New South Wales. In October 2025, the court found in Mayne Pharma’s favor, determining Cosette’s termination notices were invalid and the deed “remained on foot.”
However, Robinson said that on 21 December 2025, the Treasurer objected to the proposed scheme, meaning the Foreign Investment Review Board (FIRB) condition precedent was not satisfied and the transaction was unlikely to proceed. The company then issued a notice of intention to terminate and terminated the deed on 11 December 2025 on the basis of Cosette’s “material breaches,” including obligations related to obtaining FIRB approval.
Robinson added that Cosette was ordered to pay Mayne Pharma’s costs following Justice Black’s decision and that the company intends to enforce the costs order. He also noted Cosette filed an appeal on 15 January 2026 and said Mayne Pharma intends to vigorously defend it, while declining to comment further due to “legal sensitivities.”
Unaudited 1H FY26: margin improvement but litigation costs weigh on cash
Gray provided an update on unaudited first-half FY26 results. Unaudited revenue was AUD 212.1 million, “broadly flat” year-over-year, while gross margin increased to 66% from 61.4% in the prior corresponding period. Unaudited underlying EBITDA was AUD 28.6 million, down 8%, which Gray attributed primarily to planned women’s health commercial investment and timing of costs. Direct segment contribution rose 7% to AUD 69.5 million.
Cash and marketable securities at the end of the half were AUD 67.4 million. Gray said scheme-related legal and litigation costs had a significant impact on reported earnings and cash flow. He said the business generated +AUD 17.9 million from continuing operations excluding transaction and litigation costs, but this was more than offset by AUD 21.7 million of transaction and litigation costs and earn-out payments, including royalties and acquisition-related payments for TWYNEO and EPSOLAY.
Board changes, royalties questions, and strategy focus
Robinson acknowledged board and leadership changes, including the retirement of former chair Frank Condella effective 14 January 2026, and said directors Anne Lockwood and Patrick Blake will retire from the board after the company’s first-half financial results in mid-to-late February.
In shareholder questions, the board said it could not comment on speculation regarding renegotiations with partners, but Robinson noted royalties are commonly used in licensing agreements and remain an ongoing board discussion. Management also addressed questions on gross-to-net (GTN) revenue accounting, with Gray explaining that a “true-up” of reserves in 1H FY25 created a more difficult comparison that repeated to a much smaller extent in 1H FY26.
Robinson said the company’s pivot away from U.S. generics toward branded products has “largely been completed,” with a U.S. focus on women’s health and dermatology. Gray said the company’s FY26 focus includes investing in women’s health market share, advancing a planned next step in its dermatology disintermediation strategy in the second half of the fiscal year, and unlocking value internationally following the NEXTSTELLIS PBS listing in Australia.
About Mayne Pharma Group (ASX:MYX)
Mayne Pharma Group Limited, a specialty pharmaceutical company, manufactures and sells branded and generic pharmaceutical products in Australia, New Zealand, the United States, Canada, Europe, Asia, and internationally. The company operates through four segments: International Branded Products, and Portfolio Product Division. It provides oral drug delivery systems; and contract development and manufacturing services to third-party customers, as well as distributes specialty pharmaceutical products in the dermatology, women’s health, and infectious disease therapeutic areas.
