Board and Management Team, I'd like to welcome. All our shareholders with the proxies, attorneys who represent us present to scheme meeting. I'm gonna apologize in advance this is a very long script that I have to today, so bear with me. Today's scheme meeting will allow all the Mayne Pharma shareholders, proxies, attorneys, and representatives consider and vote on the proposed acquisition by Cosette Australia Bidco Pty Ltd, of a 100% of the shares in Mayne Pharma, by way of a scheme of arrangement which I will now refer to as the scheme. Cosette Australia Bidco, which I'll refer to you to this meeting as Cosette's sub. It's a holding-only subsidiary of Cosette's ultimate holding company, Cosette Pharmaceutical Holding Inc.
The time is 10:00 A.M. in Australia Eastern Standard Time, and the attorney's time for holding on the same meeting. The Company Secretary has informed me in a court of present . I therefore declare this scheme meeting open. I'd like to introduce other members of the Mayne Pharma board. Present in the room today are fellow Australian resident non executive directors , Anne Lockwood, Professor Bruce Robinson, David Petrie, and our CEO and Managing Director, Shawn Patrick O'Brien . Our other US-based directors and custom and patplay and Katie McFarland, are joined on line. Also in attendance is our Company Secretary, Laura Loftus, and our Executive Vice President and General Counsel, Kimberly Parker, along with us are Counsel Adam Lorif, Gilbert and Tobin. Representatives of Mayne Pharma and share registry computer share present to assist in the pool process of the scheme meeting.
The scheme meeting has been called under the notice of scheme meeting, which was included in the past attachment to the scheme booklet, which is attached to the Mayne Pharma shareholders on Monday, the 19th of May, 2025. The notice of scheme meeting is due in accordance with the orders made by the Supreme Court in New South Wales on the 15th of May, 2025. Unless there are any objections I'll take the notice of scheme meeting is read.
Before we conduct the formal vote on the scheme resolution, I will provide you with an explanation of the voting process and procedures, an overview of the proposed scheme, and the purpose of the scheme meeting, including an overview of the current proceedings with respect to Cosette's board determination of the Scheme Implementation Fee, a summary of the key reasons for the Mayne Pharma directors' recommendation in respect of the scheme and the expert's conclusion, a summary of the status of the existing precedents, the scheme's effective and the indicative time table for implementation of the scheme, and a summary of the valid proxies received before the scheme meeting. I'll begin with some housekeeping matters. Today's scheme meeting is held as a hybrid meeting, with attendees in person and virtually online via the Computershare scheme meeting platform.
Beyond that, the scheme meeting platform enables Mayne Pharma shareholders who are attending the scheme meeting virtually-tech view and ask questions and submit their votes in real time. If we experience any technical issues during today's meeting or develop any significant number of shareholder being unable to participate, I'll adjourn the meeting, and in that event, we hope that any technical issues would be resolved quickly in a meeting with every convenience. Please monitor our website and the assets for announcements if this ever happens. This is a shareholders' meeting, and only shareholders, the attorneys, proxies, and outside company representatives are entitled to vote or ask questions at the meeting. Throughout the meeting, the informed shareholders will have a reasonable opportunity to ask questions. For online attendees, if you have a question that you would like to ask today, you can ask the questions via the online scheme meeting platform.
Shareholders and proxy holders present in the room can ask questions already in the room. Please note the questions will be moderated to avoid repetition, and if questions are particularly lengthy, we may need to summarize them in the interest of time. Depending on the question asked, I'll either ask for myself or ask a member of the Mayne Pharma board if it's appropriate. I may take questions on notice if necessary. To submit a written question online, select the Q&A icon on the screen, type in the question, and press send. I encourage you to submit your written questions online as soon as you can, and I'll open the scheme meeting with questions before voting on the scheme resolution process. That is all. I will now briefly summarize the voting procedures which apply to this scheme meeting.
The only item of business at this meeting is the scheme resolution, which is set out in full in the notice of scheme meeting. Voting on the scheme resolution will be conducted by way of a call. I'll explain things quiet. I'll have the Computershare and special services as the attorney officer who managed the whole process. Those who are registered as Mayne Pharma shareholders as of 7:00 P.M., Australia Eastern Standard Time, on Monday, the 16th of June 2025, are eligible to vote on the scheme resolution. Shareholders have the option to appoint a proxy in advance of today's meeting. For those shareholders and proxy holders participating in room they hold red emission card, on the reverse of your red card is your voting paper. Relevant instructions are also printed on the reverse of your emission card.
For those participating online, voting for all resolutions are open and remain open during the meeting. If you are eligible to vote at this meeting, you will see your vote by time displayed on your screen. To cast your vote, select one of the available options. You have the ability to change your vote up until the time I declare the voting is closed, at which time your most recent selection will be registered. Please note that if you cast a live vote at today's scheme meeting, then the live vote will supersede any previously submitted vote by proxy. I confirm that as Chair of the scheme meeting, I will vote all available proxies in favor of the scheme resolution. I will now see the closing of the voting of the scheme resolution. Once voting is closed, all submitted votes and voting time will not be discounted.
After the meeting closes, your votes will be counted by our registry and Computershare, and the results will be announced on the ASX as soon as they are available, which is likely to be later today. To provide Mayne shareholders with ample opportunity to vote, I now declare the hold on the scheme resolution. Holders, please submit your votes at any time. I'll give you a warning before I move to close the voting. Please submit your votes at any time throughout this meeting. We'll go through the scheme resolution shortly. First, I'll provide a brief explanation about why we are meeting today. Details of the scheme are online in the scheme booklet, which was dated the 15th of May, 2025, which was to staff all Mayne shareholders on the 19th of May, 2025, as well as supplementary scheme booklet dated the 4th of June, 2025.
The purpose of this meeting is for Mayne Pharma shareholders to consider and accept a proposed acquisition by Cosette of 100% of the shares in Mayne Pharma by way of scheme merger. The scheme booklet and the supplementary scheme booklet, which was sent to Mayne Pharma shareholders, include, among other things, an overview of the scheme and the key considerations relative to each shareholder's vote, including reasons to vote in favor of or against the scheme, as well as the risks associated with the scheme, a summary of the surrounding tax provisions and implications, and a notice conveniently attainable. If the scheme is approved and implemented, in return for transfer of all Mayne Pharma shares to Cosette, Mayne Pharma shareholders will receive A $7.40 per share at the scheme reference date, which I'll refer to during the meeting as the scheme consideration.
Implementation of the scheme is subject to certain conditions present, details of which are set out in Section 6.3 of the scheme booklet. Shareholder approval is required for the scheme. This condition requires that Mayne Pharma shareholders approve the scheme at the scheme meeting by the requisite majorities. Another condition is court approval in accordance with the Corporations Act. If the scheme is approved at today's meeting, Mayne Pharma will seek the approval of the Supreme Court of New South Wales to implement the scheme. The second court hearing is presently scheduled to be held at 9:15 A.M. on Thursday, the 18th of September, 2025. This is on delay from the date originally disclosed to enable the scheme with Cosette, which was the subject of the supplementary scheme booklet, and which I will discuss more, to be determined by the court.
Any variation to the court's liability, the second court date or any other key dates relating to the scheme, will be notified to shareholders via the ASX company announcements. Given the potential of the scheme, it's been determined that identifying the Executive Vice President, Mayne Pharma, is the most appropriate court for the court's detailed understanding of the local jurisdiction and known expertise. As an addition to marketing disclosure in the supplementary scheme booklet, Cosette has alleged that major material adverse changes occurred and has purportedly terminated the Scheme Implementation Deed on that basis among other grounds. Accordingly, the scheme is subject to the court determining whether Cosette's court determination of the Scheme Implementation Deed is valid. The scheme is also subject to regulatory approval from the Foreign Investment Review Board. As of today, the FIRB approval has not yet been obtained.
However, Cosette has agreed with Mayne Pharma to continue to progress the FIRB application and to gain approval. Any updates regarding the FIRB approval will be notified to shareholders via the ASX. If the outstanding conditions are not satisfied or waived or, if applicable, waiver is not granted, the scheme will not proceed to implementation. In that scenario, during the court-submitted and final implementation meeting, Mayne Pharma will continue to stand alone on the scheme with Cosette. Now, I also closed on a company announcement platform on the ASX and in the supplementary scheme booklet. Cosette has certain rights for termination, with Mayne Pharma purporting to terminate the Scheme Implementation Deed on the grounds that a Material Adverse Change has occurred.
While if those grounds for termination were not valid, this very has been a breach of the Mayne representation warranty contained in paragraph 15 of schedule two of the Scheme Implementation Deed. Cosette has served a cross claim on Mayne Pharma unless Mayne Pharma has engaged in misleading or deceptive conduct in breach of the Australian Consumer Law. As announced by Mayne Pharma on the ASX announcement platform on the 16th of June 2025, Mayne Pharma disputes these allegations and intends to defend them. Mayne Pharma has rejected the reported termination of the scheme and has filed proceedings in the Supreme Court of New South Wales, seeking a declaration of the termination of the scheme indebted. Mayne Pharma will continue to keep the market informed regarding material matters relative to the scheme's existence, including any other material developments with Cosette.
In the absence of any other agreement being made with Cosette in the wake of the scheme, the successful implementation of the scheme is subject to the court ruling in Mayne Pharma's favor in such proceedings. By noting the uncertainty inherent in the litigation, if Mayne Pharma is unsuccessful in the litigation on these matters, Mayne Pharma may be subject to financial detriment, including the adverse signs and/or costs of cost orders and payment of the price Cosette has described in the scheme booklet. The directors of Mayne Pharma continue to hold the view that it is in the best interest of Mayne Pharma shareholders that the litigation be pursued to seek to hold Cosette to its obligations under the SID and entitlement shareholders directly into scheme consideration.
The directors of Mayne Pharma have carefully considered the reasons to vote in favor of and against the scheme and have unanimously recommended that Mayne Pharma shareholders vote in favor of the scheme in the absence of a superior proposal and subject to the independent expert, continuing to include the scheme within the best interests of Mayne Pharma shareholders. Mayne Pharma shareholders should have regard to the interests of Mayne Pharma directors when considering the directors' recommendation. These details are disclosed in Section 11.1 and 1.2 of the scheme booklet. Prior to today's meeting, Mayne Pharma directors who hold and control Mayne Pharma shares have instructed that all of the shares be voted in favor of the scheme in the absence of a superior proposal and subject to the independent expert, continuing to approve the scheme within the best interests of Mayne Pharma shareholders.
The Mayne Pharma board appointed the voice corporate finance provider and manager as the independent expert to assess the merits of the scheme. The independent expert concluded that the scheme is fair and reasonable and in the best interests of Mayne Pharma shareholders in the absence of a superior proposal. The independent expert has assessed the underlying value of Mayne Pharma shares between the range of A$ 6.61 and A$ 7.99 for Mayne Pharma shares, with scheme consideration of A$ 7.40 for Mayne Pharma shares within this range. The independent expert's report is set out in the full attachment A, attachment A to the scheme booklet, and Mayne Pharma shareholders should carefully review and consider the independent expert's report in its entirety. As previously noted, the time schedule for implementation of the scheme has been impacted by Cosette's report. Determination of the Scheme Implementation Meeting.
In order to provide time for the dispute for Cosette to be determined in court, the Supreme Court dated September 18th of September 2025. If the scheme is approved by the requisite majority of the Mayne Pharma shareholders at today's scheme meeting, all other relevant conditions present to the scheme have been satisfied and the court finds the scheme in its favor on the litigation of Cosette, Mayne Pharma will be seeking to proceed to implementation of the scheme shortly after the Supreme Court meeting. The transfer of all Mayne Pharma shares to shareholders of Cosette will not occur until the scheme consideration is obtained for those Mayne Pharma shareholders at the scheme record date. A more detailed update on the timetable will be provided from the company announcement platform on the ASX once the scheme timetable is more certain and subject to the court's oversight.
I'll now turn the floor of business to today's scheme meeting and address any questions from Mayne Pharma shareholders. The only item of business today is for Mayne Pharma shareholders to consider. It is last date to pass the final scheme resolution in accordance with Section 411(4)(a)(2) of the Corporations Act. You can see it displayed on the screen here. Quote, "That pursuant to the current court's order, Section 411 of the Corporations Act, the scheme alternatives of which are contained in and are particularly described in the scheme booklet, of which it's noted the scheme meeting form part, is approved with and without alterations and/or conditions as approved by the court in agreement with Mayne Pharma and Cosette." In accordance with the requirements of the Corporations Act for the scheme to proceed, the scheme resolution must be approved by the requisite majority of the scheme.
At least 75% of the total number of votes cast on the scheme resolution by eligible Mayne Pharma shareholders present and voting at the scheme meeting and the majority number that is more than 50% of eligible Mayne Pharma shareholders present and voting at the scheme meeting. We'll ask you questions in relation to the scheme and the scheme resolution. A reminder that this is a shareholder meeting. Only Mayne Pharma shareholders and the floor of proxies are entitled to ask questions. I'll start by asking everyone in the room to question me and then move to questions from online. Then any questions that have been submitted online during the meeting. If you have a question, please raise your hand and approach the microphone. Please take your hand down before asking a question. Okay. Laura, do you have any questions for Mayne Pharma?
Yes.
A couple of online questions. The first one is, I'm a representative of a company so why is the scheme being managed through the New South Wales Supreme Court?
Okay. The question is about why we're working with the New South Wales Supreme Court. It's mandated under the SID. Agreed by both Cosette and Mayne Pharma. And it was chosen with a view to efficiencies and speed. Any other questions for me?
Next one is, has Cosette accepted issuing a FIRB approval as part of a subject to get out of the deal or is FIRB approval something that is still being pursued?
FIRB approval, as I mentioned earlier, is still being pursued and Cosette is actively doing that.
Next question is, thank you for disclosing the proxy position.
The fallout appears more on the headcount metric with the total number of 62 shareholders registering proxy votes compared to the total number of shareholders. Is that accurate? I was disappointed with the number of shareholders that participated.
It is accurate. It is actually more than the number of shareholders that participated in the last issue. A follow-up on my question is, related to the scheme, what are the plans to increase positive cash flow? This meeting is really not performed to talk about business updates or business dynamics. We will be getting a full update on the business in our office for your results. Any other questions for us? Any other questions in the room? Okay. I can see we have no further questions. The details of the proxy votes received from Mayne Pharma shareholders prior to the scheme are being announced on the screen.
Okay. There we go. All right. Now, before we put the scheme resolution to the meeting and ask Mayne Pharma shareholders and its other eligible participants to cast their votes, and if they have not already done so, please now select for, against, or abstain next to the scheme resolution on your electronic voting card or your paper voting card. I'll cast all proxies on hold in respect to the scheme resolution in accordance with the terms of my opinion, including all undirected proxies on hold in favor of the resolution. If anyone present believes there are eligible votes to vote that have not yet registered, please raise your hand. Assistance will be provided. Once you've completed your voting card, kindly place, actually give it to Mr. Squarer he is the room with his hand up.
If you need any help, please raise your hand and someone from Petershare will help, assist you, We're going to take a two-minute break right now and allow all folks on the line and anybody in the room to cast their play on the voting card. [Audio Distortion]
As previously mentioned, we've also approved and announced on the announcement today. This continues to qualify the scheme meeting and this report. The meeting is closed. I'd just like to thank you all for your attendance here and participation today, as well as your continued support for Mayne Pharma.
I'd also like to thank my fellow directors that are both here presently and those that are participating online, the executive leadership team, and particularly the employees that have remained committed to continuing to grow this exciting business that we have and their support throughout the whole process of having these employees here in Australia and those in the United States. Thank you for coming today, and I hope you do well.