-- Acquisition Propels Cosette Into One Of The Leading Companies In Women’s Health and Dermatology in the U.S. --

-- Highly Complementary Business Strengthens Cosette’s Portfolio, Commercial and Manufacturing Footprint and Expands Geographic Reach --

-- Utilizing Mayne Pharma’s Impressive Commercial and Sales Track Record to Drive Further Growth and Enhanced Patient Access --

BRIDGEWATER, N.J.--(BUSINESS WIRE)--Feb. 20, 2025-- Cosette Pharmaceuticals, Inc., a U.S.-based, fully integrated, pharmaceutical company, announced today that it has entered into a definitive agreement to acquire all the outstanding shares of Mayne Pharma Group Limited (ASX: Ticker MYX) (Mayne Pharma) at AUD$7.40/share for a total consideration of approximately USD $430 Million. The Boards of Directors of both companies have approved the transaction and Mayne Pharma’s Board of Directors has unanimously recommended that its shareholders vote in favor of the transaction. The transaction is expected to close in the second quarter of 2025.

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“This acquisition marks a transformational step for Cosette, adding patented, high-growth products to solidify our leadership in women’s health in the U.S. and expanding our reach globally,” said Apurva Saraf, President and CEO of Cosette Pharma. “By combining Cosette’s strong portfolio with Mayne Pharma’s proven commercial expertise, the combined company will be well positioned to further invest in innovation, portfolio expansion and better serve our patients. We look forward to a timely closing and welcoming Mayne Pharma to the Cosette family.”

“Joining the Cosette team amplifies our shared mission to improve lives through innovative and accessible Women’s health and dermatology medicines,” said Shawn Patrick O’Brien, CEO, Mayne Pharma. “This transaction represents a unique opportunity for our employees, customers, and patients. Together, we will extend the reach of important therapies, drive innovation, and improve patient access.”

Transaction Rationale

• Strengthens Cosette’s dermatology and women’s health businesses
  The combination will create a leading women’s health and dermatology focused pharmaceuticals company in the U.S. with an established presence in international markets, utilizing the strengths of two industry players to drive innovation and expand access to women’s health therapies.

• Expands Cosette’s commercial and operational capabilities
  Cosette will utilize its market-leading commercial and operational capabilities, backed by its 350+ strong team and a leading portfolio of women’s health and dermatology products alongside Mayne Pharma’s complementary strength in these specialty areas. Mayne Pharma is backed by a 480+ strong team, including highly effective and successful sales and marketing teams in both specialties. The combined company will have two state-of-the-art FDA -approved manufacturing sites – one each in Lincolnton, North Carolina and Salisbury, South Australia – to service patients globally.

• Adds multiple sustainable and growing patent-protected products
  Upon close, Cosette will market 12 patent-protected products focused on women’s health and dermatology, including leading brands such as VYLEESI®, INTRAROSA®, NEXTSTELLIS®, ANNOVERA®, BIJUVA®, IMVEXXY® and RHOFADE®, and several programs in clinical development.

Terms of the Transaction

The transaction, which comprises the acquisition of 100% of Mayne Pharma’s outstanding shares by way of a scheme arrangement, is expected to close in the second quarter of 2025, subject to customary closing conditions, including customary regulatory and shareholder approvals. The combined company will be privately held upon completion of the transaction. The Boards of Directors of both companies have approved the transaction and Mayne Pharma’s Board of Directors has unanimously recommended that its shareholders vote in favor of the transaction in the absence of a superior proposal and subject to an independent expert concluding the scheme is in the best interests of Mayne Pharma’s shareholders. Further details of the transaction are set out in Mayne Pharma’s announcement to ASX, which is available at https://announcements.asx.com.au/asxpdf/20250221/pdf/06frs9hcfc6v05.pdf.

Cosette is being advised by Santander US Capital Markets LLC and UBS Investment Bank as financial advisers and Ropes & Gray LLP and Corrs Chambers Westgarth as legal advisers.

Mayne Pharma is being advised by Jefferies Australia as financial adviser and Gilbert + Tobin and Arnold & Porter as legal advisers.

About Cosette Pharmaceuticals

Cosette Pharmaceuticals, Inc. is a U.S.-based, fully integrated pharmaceutical company with a fast-growing portfolio of products in women’s health and dermatology. Cosette has a long history in quality manufacturing of complex dosage forms including topical creams, ointments, oral liquids/solutions and suppositories. Cosette has corporate and manufacturing facilities in New Jersey and North Carolina and is supported by 350+ dedicated team members across all functional areas. Cosette is backed by Avista Healthcare Partners, a healthcare focused private equity firm, and funds managed by Hamilton Lane, a private markets investment management firm (Nasdaq: HLNE). For more information, please visit www.cosettepharma.com or follow Cosette on LinkedIn.

VYLEESI®, CLOMID®, INTRAROSA®, AMBIEN®, AMBIEN® CR, WELCHOL®, AZOR®, TRIBENZOR®, BENICAR®, BENICAR® HCT, EFFIENT®, EVOXAC®, ANUCORT-HC®, PROMETHEGAN®, and MIGERGOT® are trademarks of Cosette Pharmaceuticals, Inc.

About Mayne Pharma

Mayne Pharma is an ASX-listed specialty pharmaceutical company focused on commercializing novel pharmaceuticals, offering patients better, safe and more accessible medicines. Mayne Pharma has a 40- year track record of innovation and success in developing new oral drug delivery systems. These technologies have been successfully commercialized in numerous products that continue to be marketed around the world. To learn more about Mayne Pharma, please visit Maynepharma.com.

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Source: Cosette Pharmaceuticals, Inc.