Quipt signs deal for acquisition by Kingswood, Forager

Executive Summary

• Quipt Home Medical Corp. has entered into a definitive agreement to be acquired by a special-purpose acquisition vehicle financed by affiliates of Kingswood Capital Management LP and Forager Capital Management LLC.
• The all-cash transaction values Quipt at approximately $260 million (U.S.), including existing debt, with a share price of $3.65 (U.S.).
• Upon completion, Quipt will become a privately held company and cease reporting in the United States and Canada, with an expected closing in the first half of 2026.

Key Details

• Transaction Structure: All-cash acquisition via a special-purpose acquisition vehicle (the purchaser).
• Purchase Price: $3.65 (U.S.) per share.
• Enterprise Value: Approximately $260 million (U.S.), inclusive of Quipt's existing outstanding debt.
• Financing: Kingswood Capital Management LP provided an equity commitment letter to finance the purchaser's obligations; the transaction is not subject to any financing condition.
• Board Recommendation: The Quipt board of directors unanimously recommends that shareholders vote in favor of the transaction, citing fairness opinions from Truist Securities Inc. and Evans & Evans Inc.
• Voting Support: Directors and executive officers holding ~11.4% of shares and Forager Fund LP holding ~9.5% of shares have entered into voting support agreements to vote in favor of the transaction.
• Regulatory and Approval Requirements: Subject to court approval, shareholder approval (at least 66-2/3rds of votes cast by shareholders present, plus a simple majority excluding certain interested parties), and regulatory approvals.
• Closing Timeline: Expected to close during the first half of 2026, subject to customary closing conditions.
• Post-Closing Status: Shares will be delisted from the Toronto Stock Exchange and Nasdaq Capital Market, deregistered under the U.S. Securities Exchange Act of 1934, and Quipt will cease to be a reporting issuer under Canadian securities laws.
• Advisers:
  • Quipt: Truist Securities Inc. (Financial Adviser), Evans & Evans Inc. (Independent Financial Adviser), DLA Piper (Legal Counsel), McDermott Will & Schulte LLP (U.S. Legal Counsel), Fasken Martineau DuMoulin LLP (Canadian Legal Counsel).
  • Kingswood/Forager: UBS Investment Bank (Exclusive Financial Adviser), McDermott Will & Schulte LLP (U.S. Legal Counsel), Fasken Martineau DuMoulin LLP (Canadian Legal Counsel).
• Concurrent Events: Quipt is issuing Q4 2025 results concurrently with this release but will not hold a Q4 2025 conference call.

Notable Quotes

• Greg Crawford, Chairman and CEO of Quipt: "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."
• Michael Niegsch (Kingswood) and Johnny Wilhelm (Forager): "Quipt has built a high-quality, scaled respiratory care platform defined by its patient-centric care model, durable referral relationships and attractive recurring revenue base. 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."