Quipt completes take-private deal w/ Kingswood, Forager

Executive Summary

• Quipt Home Medical Corp. has completed its previously announced plan of arrangement with affiliates of Kingswood Capital Management LP and Forager Capital Management LLC.
• The transaction involves the acquisition of all issued and outstanding common shares of Quipt for cash consideration of $3.65 (U.S.) per share.
• Upon completion, Quipt will become a privately held entity, and its shares will be delisted from both the Nasdaq Capital Markets and the Toronto Stock Exchange (TSX).

Key Details

• Transaction Structure: Completed via a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to an agreement dated Dec. 14, 2025.
• Acquirer: 1567208 B.C. Ltd. (the purchaser), funded by affiliates of Kingswood Capital Management LP and Forager Capital Management LLC.
• Consideration: $3.65 (U.S.) per share for all issued and outstanding common shares.
• Equity Treatment:
  • Options: All outstanding options (vested or unvested) were deemed unconditionally vested and surrendered to the company. Holders received a cash payment equal to the number of shares underlying the option multiplied by the excess of the $3.65 consideration over the option's exercise price (net of withholdings). Options with an exercise price equal to or greater than $3.65 were cancelled without payment.
  • RSUs: All outstanding Restricted Share Units (vested or unvested) were deemed transferred to the company in exchange for a cash payment equal to the $3.65 consideration (net of withholdings).
• Delisting and Reporting Status:
  • Shares ceased trading on Nasdaq Capital Markets immediately upon completion.
  • Shares will cease trading on and be delisted from the Toronto Stock Exchange (TSX) at the close of business on March 17, 2026.
  • The company intends to cease being a reporting issuer in Canada and terminate public reporting obligations in both Canada and the U.S.
• Advisers:
  • Legal Counsel (Company): DLA Piper (Canada and U.S.).
  • Legal Counsel (Purchaser): McDermott Will & Schulte LLP (U.S.) and Fasken Martineau DuMoulin LLP (Canada).
  • Financial Advisers: Truist Securities Inc. and Evans & Evans Inc. (Company); UBS Investment Bank (Kingswood).
  • Proxy Solicitation: Carson Proxy Advisors.

Notable Quotes

• Greg Crawford, CEO: "We are pleased to announce the successful conclusion of this transformative transaction, which initiates an exciting new phase for Quipt as a privately held entity... We believe this transaction strategically positions the company for sustained long-term success."
• Michael Niegsch (Kingswood) and Johnny Wilhelm (Forager): "Today marks an exciting milestone for Quipt... As we move forward, our focus will be on supporting the team, investing in the platform and building upon the company's momentum to drive long-term growth."