Foreign Acquisitions and Takeovers (Prohibition of Proposed Action) Order (No. 1) 2025
I, Jim Chalmers, Treasurer, being satisfied of the matters in subsection 67(1) of the Foreign Acquisitions and Takeovers Act 1975, make the following instrument.
Dated 21 November 2025
Dr Jim Chalmers
Treasurer
Contents
Part 1—Preliminary
1 Name
2 Commencement
3 Authority
4 Definitions
Part 2—Order
5 Prohibited proposed action
Part 1—Preliminary
1 Name
This instrument is the Foreign Acquisitions and Takeovers (Prohibition of Proposed Action) Order (No. 1) 2025.
2 Commencement
(1) Each provision of this instrument specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.
Commencement information |
Column 1 | Column 2 | Column 3 |
Provisions | Commencement | Date/Details |
1. The whole of this instrument | The day this instrument is registered. | |
Note: This table relates only to the provisions of this instrument as originally made. It will not be amended to deal with any later amendments of this instrument.
(2) Any information in column 3 of the table is not part of this instrument. Information may be inserted in this column, or information in it may be edited, in any published version of this instrument.
3 Authority
This instrument is made under the Foreign Acquisitions and Takeovers Act 1975.
4 Definitions
Note: Expressions have the same meaning in this instrument as in the Foreign Acquisitions and Takeovers Act 1975 as in force from time to time—see paragraph 13(1)(b) of the Legislation Act 2003.
In this instrument:
ABN has the meaning given by the A New Tax System (Australian Business Number) Act 1999.
ACN has the meaning given by the Corporations Act 2001.
Mayne Pharma Group means Mayne Pharma Group Limited (ABN 76 115 832 963).
the Act means the Foreign Acquisitions and Takeovers Act 1975.
Part 2—Order
5 Prohibited proposed action
(1) Under subsection 67(2) of the Act, the whole of the proposed acquisition by the persons listed in subsection (2) of a 100% interest in Mayne Pharma Group is prohibited.
(2) The following persons are listed:
(a) Cosette Australia Holdings Pty Limited (ACN 685 915 262);
(b) Cosette Australia Bidco Pty Limited (ACN 685 921 126).
Overview
The Foreign Acquisitions and Takeovers (Prohibition of Proposed Action) Order (No. 1) 2025 was enacted to address concerns regarding the national security implications of certain foreign acquisitions and takeovers. Made under the authority of the Foreign Acquisitions and Takeovers Act 1975, this order was introduced by the Treasurer, Jim Chalmers, to prevent a proposed acquisition that could potentially jeopardise Australia's security interests. The order specifically prohibits the acquisition by listed entities of a 100% interest in Mayne Pharma Group, reflecting a policy objective to safeguard critical industries and sensitive technologies from foreign control that could undermine national security. This legislative action underscores the government's commitment to ensuring that critical sectors remain under domestic ownership and control.
Scope and Application
The Foreign Acquisitions and Takeovers (Prohibition of Proposed Action) Order (No. 1) 2025 applies specifically to the proposed acquisition by Cosette Australia Holdings Pty Limited and Cosette Australia Bidco Pty Limited of a 100% interest in Mayne Pharma Group Limited. This order is made under the Foreign Acquisitions and Takeovers Act 1975 and comes into effect on the day it is registered. It pertains to entities that are defined under the Corporations Act 2001, with ABN and ACN references provided for the involved companies. The order prohibits the proposed acquisition, extending its jurisdictional reach across the Commonwealth of Australia and affecting the industries involved in foreign acquisitions and takeovers. The prohibition is specific to the entities named in the order, and no other acquisitions or takeovers are affected unless further specified through subordinate instruments. This order does not detail any exclusions, exemptions, or thresholds beyond what is specified within the scope of the Act itself.
Key Provisions
The main operative sections of this instrument are found in Part 2, which contains the order prohibiting a proposed action. Specifically, section 5(1) of the Order, under the authority of subsection 67(2) of the Foreign Acquisitions and Takeovers Act 1975, prohibits the acquisition of a 100% interest in Mayne Pharma Group by Cosette Australia Holdings Pty Limited (ACN 685 915 262) and Cosette Australia Bidco Pty Limited (ACN 685 921 126). The prohibition takes effect from the date this instrument is registered.
This legislation imposes specific obligations on the parties it governs. According to section 5(1) of the Order, Cosette Australia Holdings Pty Limited and Cosette Australia Bidco Pty Limited are prohibited from proceeding with the acquisition of Mayne Pharma Group. This prohibition extends to any actions that would result in the acquisition, including any negotiations, agreements, or other steps that would lead to the acquisition being completed.
The Order includes provisions that address potential breaches and the associated consequences. Under the Foreign Acquisitions and Takeovers Act 1975, any person who contravenes the provisions of this Order is liable to a civil penalty of up to $1 million for a corporation and $200,000 for an individual, as stipulated in section 13AD of the Act. Additionally, any person who contravenes the Order may also be subject to criminal penalties, including fines of up to $210,000 for a corporation and $42,000 for an individual, and potential imprisonment for up to two years. These penalties underscore the seriousness with which the Australian government views compliance with foreign acquisition regulations.