Melbourne-based consumer healthcare group Wellnex Life (ASX: WNX) plans to wipe out company debt with the sale of its Pain Away topical analgesics brand to Mentholatum Australasia, a subsidiary of Tokyo Stock Exchange-listed Rohto Pharmaceutical, for up to $21.3 million.
The cash deal comprises $19.8 million in upfront consideration and an earn-out of up to $1.5 million tied to post-completion EBITDA targets, with Wellnex planning to use the proceeds to pay down all of its $10.2 million in secured and unsecured borrowings, leaving the company debt-free.
Pain Away, which sells a range of topical pain relief products through Australian pharmacy and grocery channels, contributed $13.38 million in revenue and $4.36 million in EBITDA in FY25.
The upfront price of $19.8 million represents a 4.5-times EBITDA multiple, although it sits below the brand’s reported gross asset value of $22.76 million as at 31 December 2025.
“This transaction represents an important step for Wellnex Life, strengthening the company’s balance sheet and providing greater financial flexibility,” says Eric Jiang, the interim executive chairman of Wellnex.
“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.”
The board says a cash sale to Mentholatum represents the most appropriate outcome for shareholders after exploring multiple strategic options for the Pain Away business.
That process included a proposal in February involving convertible note funding to bankroll Pain Away’s international expansion, which the board ultimately did not pursue.
Among the debts earmarked for repayment are overdue loans from former directors that had already been extended twice, a factor that had weighed on the company’s balance sheet flexibility.
Retiring all borrowings will leave Wellnex with residual net cash proceeds to reinvest in its remaining operations.
Wellnex will retain its contract manufacturing division and its liquid soft-gel analgesics business, which the board has flagged as the platform for future growth.
The contract manufacturing arm produces over-the-counter healthcare and supplement products for third-party brands and had been expanding its customer base independently of Pain Away.
Mentholatum Australasia is part of the broader Mentholatum Company, a US-headquartered consumer healthcare business owned by Rohto Pharmaceutical.
Rohto operates across more than 100 countries with a portfolio spanning skincare, eyecare and over-the-counter medicines, giving it established distribution infrastructure to potentially expand Pain Away beyond its current Australian footprint.
The transaction is subject to shareholder approval at a general meeting, with an independent expert’s report to be prepared and included in the notice of meeting.
Completion is also conditional on no material adverse change occurring before settlement.
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