Not likely IMO. Bio Horizons is dental (and Henry Schein its parent company). Unless it spun off the orthopedic side whilst retaining IP - difficult
Whilst many investors looked at the two very clearly spelt out caveats of the BioHorizons deal as threatening, to me they are reassuring and likely signalling to the market.
I have flagged previously the, pretty clear, signalling of the BioHorizons deal to the market in a previous investor presentation (suspect they were already being courted back then) that, completely coincidentally describes:
"Executing a strategy to engage high quality partners to manage the distribution and marketing of Striate+™ - 10% market share equates to AU$35M revenue per annum"
Sheer fluke then that OCC announced a global License And Manufacturing Agreement with a company that holds exactly 10% of market, that leads to.....(and I quote) "BioHorizons will market and distribute Striate+TM"
It woud be hilarious were it not so sad. The market missed it in late 2021 when the company literally all but flagged this deal precisely. The market is literally missing again the potantial revenues, again hinted at by the company, who is of course, constrained by confidentiatity to give more than a hypothetical. Because contrary to financial theory, information discovery in markets and pricing particularly is awful, especially down this low end of the market cap scale (some of you will have seen the Shaw's coverage I put up of OCC last year - the guy was clueless on what OCC actually did)
Again, to me me the inclusion of the agreement caveats in the event of OCC being taken over, IN THE RELEASE (where other details were sparse) is another signal, too subtle again for the market that is mostly retail at this stage, that BioHorizons will be very aware of the potential of M&A activity where OCC is the target of another big pharmaceutical, that lead both it to include them, and OCC, of all the things it could, to disclose them - market signalling people. There have been volumes written on it in finance theory....
1) “Sale Default” which is effectively a change in 50% of voting power or acquisition of at least 50% of
ordinary shares of Orthocell, or a sale by Orthocell to an unrelated party (other than BioHorizons,
Henry Schein Inc. or any of their Affiliates) of all or substantially all of the assets of Orthocell or of the
business required by Orthocell to perform its obligations under the Distribution Agreement, in each
case during the first three years of the Distribution Agreement. If this occurs, BioHorizons has a 20-
day period following announcement of the proposed transaction (or otherwise becoming aware of
the proposed transaction, in the case that Orthocell is no longer listed on the ASX) that would trigger
a change of control during which it can claim a refund of the full licence fee (payable two weeks after
completion of the relevant transaction), and the Agreements will automatically terminate. This will be
BioHorizons’ sole remedy.
2) “Supply Default” which is effectively a change in 50% of voting power or acquisition of at least 50% of
ordinary shares of Orthocell in favour of a competitor of BioHorizons, or a sale by Orthocell to a
competitor of BioHorizons of all or substantially all of the assets of Orthocell or of the business
required by Orthocell to perform its obligations under the Distribution Agreement, or a change in
manufacturing facilities, in each case during the first seven years of the Distribution Agreement, which
results in a failure to supply Striate+™ products by Orthocell that were ordered by BioHorizons before
the change of control event. If this occurs, BioHorizons can pursue two of the following three
remedies: (i) release of know-how from escrow; (ii) a partial refund of license payments based on the
number of anniversaries since the commencement of the Distribution Agreement; or (iii) 12 months’
worth of extra supply of Striate+™ products. This doesn’t preclude BioHorizons from pursuing other
contractual remedies, usual for an agreement of this type, that may be available.
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