Making its mark in the US

4 mins  17.07.2017 Nick Broome
In 2016 MinterEllison advised Australian pharmaceutical company Mayne Pharma Group Limited (Mayne Pharma) on the fundraising for its US$652 million acquisition of products divested by Teva Pharmaceutical and Allergan as a result of their merger, making Mayne Pharma the second biggest generic supplier of oral contraceptives in the US.

Key takeouts

MinterEllison advised Mayne Pharma on its fundraising with seamless co-ordination involving a protracted and evolving divesture arising from the merger of pharmaceutical giants Israeli based Teva Pharmaceutical and Allergan.
The team navigated issues that arose from this cross border deal – among them, understanding the regulations and processes mandated and overseen by the FTC in the US in order to successfully complete this transaction.
The deal was significant for Mayne Pharma, growing its suite of products and raising its profile internationally.

The deal: Beating an international field

The deal was significant because it involved a tender process with several large international pharmaceutical companies and was mandated and overseen by the Federal Trade Commission (FTC) in the US. MinterEllison’s advice and expertise in the fundraising process and coordinating it with a protracted and evolving divestiture process, helped Mayne beat the competition to secure an array of products and boost its presence in the world’s biggest pharmaceutical market.

The acquisition included oral contraceptives, cardiovascular products and therapeutics for the central nervous system, growing Mayne’s market share to make it the second largest drug maker on the Australian Securities Exchange (ASX). Mayne Pharma is now also one of the top 25 generic drug companies in North America. In all, the company acquired 37 approved and 5 FDA filed products.

The deal was regarded as a coup for the company and also benefited its shareholders as they were offered an opportunity to participate in a A$888 million placement and pro rata accelerated non-renounceable entitlement offer (or rights issue), both of which were fully underwritten.

MinterEllison’s legal team coordinated the fundraising with a full underwriting by Credit Suisse (Australia) and UBS AG, Australia Branch and debt financing by Westpac Banking Corporation.

The challenges: Cross border complexities

Mayne Pharma required certainty of funding from capital and debt markets for its acquisition and MinterEllison helped navigate the issues that arose from this cross border deal. Among them, understanding the regulations and processes of the FTC in the US to successfully complete the acquisition and coordinating them with the fundraising processes and requirements. As part of this, the firm ran and chaired a due diligence committee that ensured a thorough and accurate carrying out of the processes.

The firm also worked closely with multiple levels of company management in Australia and the US and the investment banking teams to ensure a coordinated effort.

The outcome

The successful completion of this transaction made it the largest accelerated entitlement offer for a corporate in Australia in 2016. The deal was also transformational for Mayne Pharma in not only growing its suite of products but further raising its profile in the US market and internationally.

MinterEllison partner Nick Broome led the team on this transaction with special counsel Sudharshan Senathirajah.


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