Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>From the outset, <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">EOFlow (294090 KS)</a> has traded wide (~7% of average) to <a href="https://www.smartkarma.com/entities/medtronic-plc" target="_blank" data-smartkarma-citation="entities:14982:1" rel="noopener">Medtronic Plc (MDT US)</a>'s Offer. An apparent delay in filing with Korean regulators formed one argument. </li>
<li>Now there's a compelling reason. Key insulin pump competitor <a href="https://www.smartkarma.com/entities/insulet-corp" target="_blank" data-smartkarma-citation="entities:5252:1" rel="noopener">Insulet  (PODD US)</a> has filed a lawsuit accusing EOFlow of the misappropriation of trade secrets, patent infringement, and trademark dilution.</li>
<li>Singapore-Based <a href="https://www.smartkarma.com/entities/flex-ltd" target="_blank" data-smartkarma-citation="entities:36680:1" rel="noopener">Flex (FLEX US)</a> and three ex-employees of Insulet are also defendants. This does not bode well for the transaction. </li>
</ul>


From the outset, EOFlow (294090 KS) has traded wide (~7% of average) to Medtronic Plc (MDT US)'s Offer. An apparent delay in filing with Korean regulators formed one argument. 
Now there's a compelling reason. Key insulin pump competitor Insulet  (PODD US) has filed a lawsuit accusing EOFlow of the misappropriation of trade secrets, patent infringement, and trademark dilution.
Singapore-Based Flex (FLEX US) and three ex-employees of Insulet are also defendants. This does not bode well for the transaction. 


Insulet Accuses EOFlow Of Stealing Trade Secrets

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/insulet-corp" target="_blank" data-smartkarma-citation="entities:5252:1" rel="noopener">Insulet Corp (PODD US)</a> filed with the United States District Court <a href="https://www.sec.gov/Archives/edgar/data/1145197/000114519723000055/podd-2023x08x08ex991.htm" target="_blank" rel="noopener">a complaint for patent infringement</a> against <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">Eoflow (294090 KS)</a>, <a href="https://www.smartkarma.com/entities/flex-ltd" target="_blank" data-smartkarma-citation="entities:36680:1" rel="noopener">Flex (FLEX US)</a>, Luis Malave, Steven DiIanni, and Ian Welsford.</li>
<li>Insulet’s primary allegation is that Eoflow’s EOPatch device is built using Insulet’s proprietary trade secrets and infringes three Insulet US patents (‘741, ’883 and ‘950 patents).</li>
<li>The most likely scenarios are that <a href="https://www.smartkarma.com/entities/medtronic-plc" target="_blank" data-smartkarma-citation="entities:14982:1" rel="noopener">Medtronic Plc (MDT US)</a> and Insulet sign a licensing agreement (resulting in a possible tender offer price cut) or Medtronic walks. </li>
</ul>



Insulet Corp (PODD US) filed with the United States District Court a complaint for patent infringement against Eoflow (294090 KS), Flex (FLEX US), Luis Malave, Steven DiIanni, and Ian Welsford.
Insulet’s primary allegation is that Eoflow’s EOPatch device is built using Insulet’s proprietary trade secrets and infringes three Insulet US patents (‘741, ’883 and ‘950 patents).
The most likely scenarios are that Medtronic Plc (MDT US) and Insulet sign a licensing agreement (resulting in a possible tender offer price cut) or Medtronic walks. 


EOFLOW/Medtronic Tender: Insulet’s US Complaint Materially Increases Deal Break Risks

<ul>
<li>
<a href="https://www.smartkarma.com/entities/medtronic-plc" target="_blank" data-smartkarma-citation="entities:14982:1" rel="noopener">Medtronic Plc (MDT US)</a> aims to acquire <a href="https://www.smartkarma.com/entities/eoflow-co-ltd" target="_blank" data-smartkarma-citation="entities:36100:1" rel="noopener">Eoflow (294090 KS)</a> through share purchase agreements (SPA), a share subscription agreement (SSA) and a public tender offer at KRW30,000.</li>
<li>Since the deal announcement on 26 May, the spread has widened, reflecting deal risk around patent litigation risk, regulatory approvals and the minimum acceptance condition.</li>
<li>Our assessment of these risks suggests a low probability of a deal break. At the last close, the gross spread is an attractive 8.5%. </li>
</ul>



Medtronic Plc (MDT US) aims to acquire Eoflow (294090 KS) through share purchase agreements (SPA), a share subscription agreement (SSA) and a public tender offer at KRW30,000.
Since the deal announcement on 26 May, the spread has widened, reflecting deal risk around patent litigation risk, regulatory approvals and the minimum acceptance condition.
Our assessment of these risks suggests a low probability of a deal break. At the last close, the gross spread is an attractive 8.5%. 


EOFLOW/Medtronic Tender: Assessing the Wide Spread

Global Healthcare Analyst

Tina Banerjee

Equity Bottom-Up

<ul>
<li>
<a href="https://www.smartkarma.com/entities/insulet-corp" target="_blank" data-smartkarma-citation="entities:5252:1" rel="noopener">Insulet Corp (PODD US)</a>, with expanding user-base and product innovation, is well-positioned to face competition in the US patch pump market. Large and underpenetrated target market offers immense growth potential.  </li>
<li>Insulet raised Omnipod 2023 revenue growth guidance to 21–25% from 17–22% previously. The U.S. Omnipod revenue growth guidance has been raised to 27–31% from 21–26% earlier.</li>
<li>For 2023, Insulet expects gross profit margin of 65–66%, compared with 61.7% in 2022. Insulet has reaffirmed high-single-digit operating profit margin for 2023 compared with 2.9% in 2022.</li>
</ul>



Insulet Corp (PODD US), with expanding user-base and product innovation, is well-positioned to face competition in the US patch pump market. Large and underpenetrated target market offers immense growth potential.  
Insulet raised Omnipod 2023 revenue growth guidance to 21–25% from 17–22% previously. The U.S. Omnipod revenue growth guidance has been raised to 27–31% from 21–26% earlier.
For 2023, Insulet expects gross profit margin of 65–66%, compared with 61.7% in 2022. Insulet has reaffirmed high-single-digit operating profit margin for 2023 compared with 2.9% in 2022.


Insulet Corp (PODD US): Slow Recovery Is Expected on Easing Competition Fear; 2023 Guidance Raised

Korea/Asia, Events, IPOs, Douglas Research Advisory

Douglas Kim

Korea/Asia, Events, IPOs

<ul>
<li>In this insight, we provide an update of Medtronic's tender offer of Eoflow. </li>
<li>The foreign ownership of Eoflow has surged in the past two months from 6.5% on 25 May to 33.2% as of 24 July. </li>
<li>We continue to believe that there is 95%+ probability of this M&amp;A getting completed at the tender offer price of 30,000 won and Eoflow eventually becoming delisted in 2H 2023. </li>
</ul>


In this insight, we provide an update of Medtronic's tender offer of Eoflow. 
The foreign ownership of Eoflow has surged in the past two months from 6.5% on 25 May to 33.2% as of 24 July. 
We continue to believe that there is 95%+ probability of this M&amp;A getting completed at the tender offer price of 30,000 won and Eoflow eventually becoming delisted in 2H 2023. 


An Update on Medtronic's Tender Offer of Eoflow

United States

Insulet Corporation is a medical device company that develops, manufactures and markets an insulin infusion system for people with insulin-dependent diabetes.

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Insulet Corp (PODD US)

Insulet Accuses EOFlow Of Stealing Trade Secrets

EOFlow is trading at an 11.5% gross spread to terms. The downside to the unaffected price is 6.9%. But that downside factors in future earnings in...

David Blennerhassett

EOFLOW/Medtronic Tender: Insulet’s US Complaint Materially Increases Deal Break Risks

The most likely scenarios are that Medtronic and Insulet sign a licensing agreement (resulting in a possible price cut) or Medtronic walks. Both...

Arun George

EOFLOW/Medtronic Tender: Assessing the Wide Spread

Our assessment of the key deal risks suggests a low probability of a deal break. At the last close, the gross spread is an attractive 8.5%.

Arun George