SYDNEY: Wellnex Life Ltd. has entered into a binding agreement to sell its Pain Away business and assets to Mentholatum Australasia Pty Ltd. for up to A$21.3 million in cash, the company announced Thursday.
The deal, which requires shareholder approval, marks a strategic shift for the ASX- and AIM-listed consumer healthcare company. Proceeds from the sale will repay approximately A$10.2 million in outstanding debt, leaving Wellnex debt-free at completion, with remaining funds allocated to working capital and potential growth initiatives.
Mentholatum is a subsidiary of Rohto Pharmaceutical Co. Ltd., a Tokyo Stock Exchange-listed Japanese FMCG and pharmaceutical company.
Under the agreement, Wellnex will receive an upfront payment of A$19.8 million at completion and an earn-out of up to A$1.5 million based on the Pain Away business achieving normalized EBITDA targets in the 12 months following the close.
The Pain Away business contributed approximately A$4.36 million in EBITDA and A$13.38 million in revenue for the financial year ended June 30, 2025, according to unaudited figures. Gross assets of the business as of Dec. 31, 2025, were A$22.76 million.
Wellnex will convene a general meeting on Sept. 8, 2026, to seek shareholder approval under AIM Rule 15. The company has received in-principle advice from the ASX that it does not require shareholder approval under listing rules governing significant changes to nature or scale or disposal of a main undertaking.
Completion is expected shortly after shareholder approval is obtained, subject to customary closing conditions.
Following the sale, Wellnex will retain its liquid soft gel analgesics business, built on its own TGA marketing authorizations, and its contract manufacturing operations. The company said its board will focus on scaling to sustainable profitability and positive free cash flow while pursuing selective opportunities to invest in or acquire established consumer retail brands.
“The transaction represents an important step for Wellnex Life, strengthening the company’s balance sheet and providing greater financial flexibility,” said Interim Executive Chairman Eric Jiang. “In Mentholatum, the brand passes to a global consumer healthcare group well-positioned to support its future development.”
Wellnex said the sale followed unsolicited interest in the Pain Away brand received in February 2026 and a comprehensive review of strategic alternatives.
