Mayne Pharma Group Limited (ASX:MYX) has entered into a binding Share Sale Agreement with Evaris Pharma to divest Mayne Pharma International Pty Ltd, comprising the company's wholly owned international segment, for total cash consideration of $55.5 million, subject to customary completion adjustments for working capital.

Key Points

  • Mayne Pharma has agreed to sell Mayne Pharma International Pty Ltd to Evaris Pharma for $55.5 million payable at completion, subject to customary working capital adjustments
  • The consideration represents 0.79x MPI FY26 revenue of $70.7 million and 12.1x FY26 direct contribution of $4.6 million
  • The transaction is subject to ACCC approval but is not subject to FIRB approval or shareholder approval
  • Completion is expected in the third quarter of FY27, subject to satisfaction of customary conditions

Transaction Structure and Assets Being Divested

The transaction is structured as a share sale under which Evaris Pharma will acquire all shares in Mayne Pharma International Pty Ltd as a going concern. MPI comprises Mayne Pharma's contract development and manufacturing operations and Australian and international commercial operations, centred on the company's manufacturing and development facility in Salisbury, South Australia. Mayne Pharma will retain its US Women's Health and Dermatology businesses, including the DistributeRx direct-to-patient platform. Evaris Pharma is described in the filing as a leading Australian manufacturer and supplier of hospital and specialty products serving customers across Australia and New Zealand.

Supply and Transitional Agreements

In conjunction with the sale, the parties have agreed on the terms of a supply agreement for the continued manufacture and supply from the Salisbury site of DORYX MPC® and TOLSURA®, preserving continuity of supply for US patients and customers. A transitional services agreement and transitional brand licence agreement between Mayne Pharma and Evaris Pharma will continue for a limited time after completion. The Share Sale Agreement contains representations, warranties and indemnities customary for a transaction of this nature, subject to agreed limitations on liability. The transaction is not subject to a financing condition.

Conditions Precedent and Strategic Rationale

Completion of the transaction is subject to notification to, and a determination permitting completion by, the Australian Competition and Consumer Commission under the mandatory merger notification regime in Part IVA of the Competition and Consumer Act 2010. The filing states the transaction is not subject to FIRB approval under the Foreign Acquisitions and Takeovers Act 1975. According to the filing, the Board initiated a structured review of the company's portfolio, including a sale process for MPI, following termination of the Scheme Implementation Deed in December 2025. The transaction is stated to complete Mayne Pharma's transition to a specialty pharmaceutical company 100% focused on the United States.