Forager Capital Management Denies its Offer was Unsolicited and Requests that Quipt Terminate its Standstill Agreement

Rhea-AI Summary

Forager Capital Management, a major shareholder of Quipt Home Medical Corp (NASDAQ:QIPT), is demanding Quipt retract its May 21 press release that characterized Forager's $3.10 per share acquisition offer as 'unsolicited.' Forager argues that the Chairman of Quipt's Board invited them to make an offer via email on May 15, 2025, and they acted in accordance with their Non-Disclosure and Standstill Agreement. Forager claims Quipt is misusing the Agreement to portray them negatively while preventing disclosure of material facts to shareholders. They are requesting immediate termination of the Agreement to allow shareholders to evaluate value-enhancing offers.

Positive

• Forager's offer represents a potential acquisition opportunity for shareholders
• Forager claims to have followed proper procedures under the Agreement for making their offer

Negative

• Dispute between major shareholder and management could create uncertainty
• Potential legal complications due to disagreement over Agreement terms
• Conflict over disclosure restrictions may limit shareholder access to material information

Insights

Corporate Governance Analyst

Forager disputes Quipt's characterization of its takeover bid, revealing shareholder-management conflict over a $3.10/share offer.

This press release highlights a significant dispute between Forager Capital Management, a major shareholder of Quipt Home Medical, and Quipt's management regarding Forager's $3.10 per share acquisition offer. Forager is challenging Quipt's May 21 characterization of their offer as "unsolicited," arguing this depiction is misleading based on previous communications.

The dispute centers around a Non-Disclosure and Standstill Agreement from February 2025. Forager claims the Chairman of Quipt's Board invited them to make an offer on May 15, which they interpreted as permission under Section 9 of their agreement. This directly contradicts Quipt's public stance.

What's particularly concerning is Forager's accusation that Quipt is using the agreement in a contradictory manner - using one section to paint Forager as a "bad actor" while using another section to prevent Forager from disclosing material facts to shareholders. This suggests potential corporate governance issues and raises questions about management's transparency.

The 100% acquisition offer represents a significant premium to Quipt's recent trading price, which has been depressed amid challenging conditions in the home medical equipment sector. Forager's explicit statement that its priority is "value crystallization for shareholders" signals they believe the company is undervalued under current management.

This situation reveals growing tensions between a significant shareholder and management, with Forager now publicly requesting termination of their standstill agreement - a move that would allow them to communicate directly with other shareholders and potentially launch a more aggressive takeover campaign.

BIRMINGHAM, AL / ACCESS Newswire / June 4, 2025 / Forager Capital Management ("Forager"), one of the largest shareholders of Quipt Home Medical Corp. ("Quipt") (NASDAQ:QIPT)(TSX:QIPT), requests that Quipt immediately and unequivocally retract its false and misleading statement made in its press release on May 21, 2025 relating to Forager's offer to acquire 100% of Quipt's issued and outstanding common shares at a price of $3.10 per common share. Forager's priority is value crystallization for shareholders and correcting misinformation-not engaging in a public dispute with Quipt.

Quipt's characterization of Forager's May 17, 2025 Letter of Intent as "unsolicited" is disingenuous. Section 9 of the Non-Disclosure and Standstill Agreement entered on February 1, 2025 (the "Agreement") states that Forager is permitted to make an offer with advance written notice from the Quipt Board of Directors. Forager received an email from the Chairman of the Board of Directors on May 15, 2025 inviting Forager to access additional data so it could make its best offer. Forager determined it had sufficient data to formulate its offer and interpreted the Chairman's email as a good-faith invitation to engage and responded accordingly. Moreover, Forager gave the Board prompt notice pursuant to Section 6 of the Agreement to which Forager never received any objection.

Quipt is using Section 9 of the Agreement to paint Forager as a bad actor and to suggest to shareholders that Forager is prohibited from making an offer, while simultaneously using Section 1 to prevent Forager from disclosing relevant, material facts to those same shareholders. Shareholders deserve the opportunity to receive and evaluate all offers that increase shareholder value.

Forager requests that Quipt terminate the Agreement. This request is costless and overwhelmingly in the best interest of shareholders.

Media Contact Info:

Johnny Wilhelm, Partner
Forager Capital Management, LLC
info@foragercap.com

SOURCE: Forager Capital Management

View the original press release on ACCESS Newswire

FAQ

What is Forager Capital Management's offer price for Quipt Home Medical (QIPT)?

Forager Capital Management offered to acquire 100% of Quipt's issued and outstanding common shares at $3.10 per common share.

Why is Forager requesting Quipt to retract its May 21, 2025 press release?

Forager claims Quipt falsely characterized their acquisition offer as 'unsolicited' when they had received prior invitation from Quipt's Board Chairman to make an offer.

What is the main dispute between Forager Capital and Quipt Home Medical (QIPT)?

The dispute centers on whether Forager's acquisition offer was properly solicited under their Agreement, and Forager claims Quipt is using the Agreement to restrict information disclosure while portraying Forager negatively.

What is Forager requesting from Quipt Home Medical (QIPT)?

Forager is requesting that Quipt terminate their Non-Disclosure and Standstill Agreement and retract their May 21, 2025 press release.

When did Quipt's Chairman allegedly invite Forager to make an offer?

According to Forager, Quipt's Chairman sent an email on May 15, 2025, inviting them to access additional data to make their best offer.