Quipt Home Medical Enters Into Definitive Agreement for Its Acquisition by Affiliates of Kingswood Capital Management and Forager Capital Management

Executive Summary

• Quipt Home Medical Corp. entered into a definitive Arrangement Agreement to be acquired ​in an all‑cash transaction for US $3.65 per share, representing a 162% premium to the unaffected stock price and a 54% premium to the 30‑day VWAP.
• The deal values Quipt at approximately US $260 million (including debt) and will result in Quipt becoming privately held, with delisting from NASDAQ and TSX.
• The transaction is financing‑free, has received fairness opinions from Truist and Evans & Evans, and is expected to close in the first half of 2026 pending shareholder, regulatory and court approvals.

Key Details

• Purchase Price: US $3.65 per share (cash).
• Total Consideration: Approximately US $260 million including existing debt.
• Premiums: 162% to Quipt’s unaffected price on May 19 2025; 54% to the 30‑day VWAP as of Dec 12 2025.
• Acquirers: Special purpose acquisition vehicle funded by affiliates of Kingswood Capital Management, L.P. and Forager Capital Management, LLC.
• Financing: No financing condition; Kingswood provided an equity commitment letter to fund the Purchaser’s obligations.
• Board Recommendation: Unanimous recommendation to approve the transaction; special meeting will be called for shareholder vote (requires ≥66% of votes cast in favor).
• Voting Support Agreements: Directors/executive officers holding ~11.4% of shares and Forager Fund, LP (~9.5%) have entered agreements to vote in favor.
• Closing Timeline: Expected in the first half of 2026, subject to customary closing conditions (shareholder, regulatory, court approvals).
• Post‑Closing Actions: Delisting from TSX and NASDAQ; de‑registration under the U.S. Securities Exchange Act; cease reporting as a public issuer in Canada.
• Fairness Opinions: Provided by Truist and Evans & Evans, deeming consideration fair to shareholders (as of Dec 14 2025).
• Advisors: Legal – DLA Piper (Canada/US), McDermott Will & Emerson LLP (US), Fasken Martineau DuMoulin LLP (Canada); Financial – Truist (financial advisor to Quipt), Evans & Evans (independent financial advisor), UBS Investment Bank (exclusive financial advisor to Kingswood).
• Additional Disclosure: Quipt will release Q4 2025 results concurrently but will not hold a conference call due to the Arrangement Agreement.

Notable Quotes

“The Board has consistently demonstrated its commitment to maximizing shareholder value, and we believe this transaction achieves that objective by providing substantial and assured value to our shareholders.” – Greg Crawford, Chairman & CEO, Quipt

“We are excited to partner with Greg Crawford, Hardik Mehta, and the entire Quipt team to support the Company’s next chapter of growth as a privately held company.” – Michael Niegsch (Kingswood) & Johnny Wilhelm (Forager)