Quipt receives another unsolicited offer from Forager

Executive Summary

• Quipt Home Medical Corp. has received a new unsolicited, non-binding indicative proposal from Forager Capital Management LLC dated August 25, 2025, to acquire all outstanding common shares for $3.10 (U.S.) per share.
• The Board of Directors has denounced the offer as inferior and self-serving, noting that Forager previously offered $3.90 per share in January 2025 (a 26% higher price) before reducing the offer amount.
• The Board highlights Forager's failure to comply with U.S. securities laws by not publicly reporting the January proposal in an amended Schedule 13D and its refusal to engage through the company’s appointed financial adviser, Truist Securities Inc.

Key Details

• Offer Terms: Forager Capital Management LLC proposes to acquire all issued and outstanding common shares of Quipt Home Medical Corp. for $3.10 (U.S.) per share.
• Offer History:
  • August 2025: Current offer of $3.10 per share.
  • May 2025: Publicly disclosed non-binding offer of $3.10 per share.
  • January 2025: Non-binding offer of $3.90 per share (26% higher than current offer).
• Board Stance: The Board declined the January proposal as it undervalued the company. The Board views the August offer as significantly undervaluing the company and questions its seriousness given the price reduction and lack of constructive engagement.
• Compliance Issues: Forager was a Schedule 13D filer during the January proposal but failed to comply with U.S. securities laws by not publicly reporting the proposal in an amended Schedule 13D. Forager has also allegedly failed to comply with contractual obligations under a non-disclosure and standstill agreement.
• Engagement Protocol: Forager has repeatedly bypassed the company’s appointed financial adviser, Truist Securities Inc., making public offers instead of engaging through proper channels.
• Conditions for Engagement: The Board states it would be pleased to engage with Forager on a friendly basis if Forager agrees to enter into and comply with a confidentiality agreement.
• Recent Corporate Developments (Since January 2025):
  • July 7, 2025: Acquired a full-service durable medical equipment provider wholly owned by Ballad Health, adding unaudited revenue of $6.6 million.
  • August 12, 2025: Entered into a joint venture to acquire a 60% ownership interest in Hart Medical Equipment, adding unaudited revenue of $60 million and $7 million of adjusted EBITDA.
  • The company reports having stabilized its revenue.
• Financial Advisor: Truist Securities Inc. is acting as the financial adviser to the Board.

Notable Quotes

• "The company's board of directors declined the January proposal after reviewing the complete deal terms presented, determining that it undervalued the company at that time by only offering a small premium to the then current market price, and that selling the company at a price that undervalues its current and prospective future would not be in the best interests of the company and its shareholders."
• "The fact that Forager has since reduced its offer price while also failing to disclose the January proposal in its required U.S. securities filings, raises further concerns about its credibility."
• "This failure to constructively engage with the company, coupled with its failures to comply with U.S. securities law and its contractual obligations under the non-disclosure and standstill agreement with the company, calls into question the true motives of Forager."