Wellnex Life sells Pain Away brand for up to A$21.3 million in transformative deal
Wellnex Life Limited (ASX/AIM: WNX) 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. Mentholatum forms part of the global Mentholatum consumer healthcare group and is ultimately owned by Rohto Pharmaceutical Co Ltd, a Japanese company listed on the Tokyo Stock Exchange.
The Pain Away sale converts a flagship brand into capital that will retire all of the Company’s borrowings, leaving Wellnex Life debt free at completion. The transaction is subject to shareholder approval, with an Extraordinary General Meeting (EGM) set for Tuesday 8 September 2026.
Deal at a glance
- Total maximum consideration: up to A$21.3 million cash
- Upfront purchase price: A$19.8 million payable at completion
- Earn-out: up to A$1.5 million, subject to threshold and target normalised EBITDA performance over the 12 months post-completion
- Buyer: Mentholatum Australasia Pty Ltd (ultimately owned by Rohto Pharmaceutical)
- EGM date: 8 September 2026; completion targeted on or shortly after approval
- Sunset Date: 30 October 2026
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Why the sale matters for Wellnex shareholders
The transaction converts Wellnex Life’s flagship consumer brand into capital to reset the balance sheet. In February 2026, the Company disclosed unsolicited preliminary interest in the Pain Away brand alongside an indicative convertible note funding proposal. After a comprehensive review of strategic and funding alternatives, the Board concluded that a cash sale represented the most appropriate outcome for shareholders.
Net proceeds received at completion (excluding the escrow portion) are intended to fully repay approximately A$10.2 million of secured and unsecured borrowings, including interest. This covers previously disclosed loans to former directors, with the repayment date extended to completion at no additional cost to the Company.
A debt-free position, combined with surplus working capital, is expected to give the Board flexibility to scale operations and potentially return capital to shareholders. The Company intends to apply the net proceeds as follows:
- Fully repay secured and unsecured borrowings, including interest, of approximately A$10.2 million
- Support working capital, settling trade payables and operating liabilities and scaling the existing business
- Pursue disciplined growth in the consumer-facing branded retail and distribution sector
- Potentially return surplus capital to shareholders
The Board will assess the use of remaining funds following completion and provide a further update to shareholders in due course.
Interim Executive Chairman Eric Jiang
“This transaction represents an important step for Wellnex Life, strengthening the Company’s balance sheet and providing greater financial flexibility. Pain Away has been an important part of the Company’s portfolio and the Board believes the transaction provides a clear route to realise value from the brand while supporting the Company’s strategic priorities. In Mentholatum, the brand passes to a global consumer healthcare group which is well positioned to support its future development.”
Understanding the deal, how the A$21.3 million breaks down
The consideration is structured across three elements: an upfront payment, an earn-out, and an escrow arrangement.
| Component | Amount | Timing | Condition |
|---|---|---|---|
| Upfront purchase price | A$19.8m | At completion | Subject to post-completion adjustments |
| Earn-out | Up to A$1.5m | Assessed over 12 months post-completion | Threshold/target normalised EBITDA |
| Escrow (within upfront) | A$1.0m total | Staged release | Adjustments, stability testing, IP claims |
| Total maximum | Up to A$21.3m | — | — |
An aggregate of A$1 million from the upfront payment will be retained in escrow and released in stages:
- $500,000 released following post-completion adjustments, less any amounts owing to the Buyer
- $200,000 released within 18 months of completion, subject to stability testing of raw materials acquired at completion
- $300,000 ringfenced to meet claims relating to Pain Away IP and brand protection made within 12 months, with any balance released thereafter
What Pain Away contributed and what remains
During the financial year ended 30 June 2025, Pain Away contributed approximately A$4.36 million in EBITDA and A$13.38 million in revenue to the Wellnex Life group, both figures unaudited. Gross assets of the Pain Away business as at 31 December 2025 were A$22.76 million (unaudited).
The assets being sold comprise “all intellectual property rights, inventory, goodwill and other assets” owned and used by the Seller Parties in operating the Pain Away brand. For a period of 5 years post-completion, the Seller Parties are restrained from competing with the Pain Away business in Australia and New Zealand, or from soliciting its customers, employees, contractors and suppliers.
The retained business after completion
Following completion, Wellnex Life will continue to operate its established liquid soft gel analgesics business, built on the Company’s own TGA marketing authorisations. Alongside this sits a capital-light contract manufacturing business with growing international reach.
The contract manufacturing side of the retained business already has institutional footing: the Haleon manufacturing agreement, extended in April 2026, runs to March 2027 and covers the supply of soft gel liquid paracetamol products to one of the world’s largest consumer healthcare groups.
Once debt free and with a strengthened balance sheet, the Board’s focus will be on scaling the Company to sustainable profitability and positive free cash flow. This includes adding further products and markets within existing global partnerships. The Board will also assess selective opportunities to invest in or acquire established consumer retail brands with proven distribution and attractive margins, applying disciplined investment criteria.
Path to completion and next steps
Completion is subject to the Company obtaining all required shareholder approvals under the AIM Rules and the ASX Listing Rules. The approval pathway and key dates are as follows:
- An EGM will be convened on 8 September 2026 to seek approval under AIM Rule 15, required due to the size of the Pain Away business being divested relative to the Company
- ASX has provided in-principle advice that it will not require shareholder approval under Listing Rule 11.1.2 or 11.2
- Meeting documentation with further details will be despatched to shareholders shortly
- Completion is anticipated to occur on or shortly after shareholder approval is obtained, subject to satisfaction of the remaining conditions; the Sunset Date is 30 October 2026
A debt-free, strengthened balance sheet is expected to position Wellnex Life to focus on its retained consumer healthcare and contract manufacturing operations and to pursue future growth opportunities.
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