Quipt Home Medical Confirms Receipt of Unsolicited Acquisition Proposal

Rhea-AI Summary

Quipt Home Medical (NASDAQ: QIPT) has received an unsolicited acquisition proposal from Forager Capital Management (FCM) to acquire 100% of the company's shares at $3.10 per share. The company notes that this proposal violates a previously established Non-Disclosure and Standstill Agreement dated February 1, 2025, which prohibits Forager from proposing acquisitions for six months without prior Board approval. The Board confirms that it did not provide any prior written approval for waiving the confidentiality or standstill provisions. Quipt, a U.S.-based home medical equipment provider specializing in respiratory care, states it's only acknowledging the proposal due to Forager making it public and doesn't intend to comment further unless legally required.

Positive

• Acquisition offer represents potential strategic interest in the company
• Clear offer price of $3.10 per share for 100% of outstanding shares

Negative

• Proposal violates existing Non-Disclosure and Standstill Agreement
• Unsolicited and non-binding nature of the proposal creates uncertainty
• Board appears unreceptive to the offer based on violation of agreement

Insights

M&A and Corporate Strategy Expert

Forager's $3.10/share bid for Quipt violates their standstill agreement, suggesting possible hostile takeover attempt amid challenging industry conditions.

Forager Capital Management's unsolicited bid for Quipt Home Medical at $3.10 per share represents a significant corporate development that requires careful analysis. The most notable aspect of this proposal is that it appears to directly violate the February 2025 standstill agreement between the parties, which expressly prohibits acquisition proposals without prior board approval for six months.

This unusual breach of the standstill provision suggests Forager may be positioning for a potentially hostile approach. The fact that Forager publicly disclosed the offer before receiving board approval further indicates they're attempting to apply pressure through shareholder awareness rather than pursuing traditional friendly negotiation channels.

Quipt's board response is strategically restrained - acknowledging the proposal only because it became public while simultaneously highlighting the standstill violation. This careful wording suggests the board views this approach with skepticism and may be preparing defensive measures.

The $3.10 per share offer warrants scrutiny in context of Quipt's respiratory care focus and the broader home medical equipment market dynamics. Without specifics on current trading price, it's impossible to assess the premium, though the board's muted response suggests they don't find it immediately compelling.

Quipt's emphasis on "long-term interests" and "sustainable value" in their statement signals the board likely believes the company has stronger growth potential independently than reflected in Forager's valuation. The respiratory care sector continues facing reimbursement challenges but benefits from aging demographics and the shift toward home-based care models.

CINCINNATI, May 21, 2025 (GLOBE NEWSWIRE) -- Quipt Home Medical Corp. (“Quipt” or the “Company”) (NASDAQ: QIPT; TSX: QIPT), a U.S. based home medical equipment provider focused on end-to-end respiratory care, today announced that it has received an unsolicited non-binding and conditional and indicative proposal from Forager Capital Management, LLC (“FCM”) to acquire 100% of the Company’s issued and outstanding common shares at a price of $3.10 per common share (the “Non-Binding Proposal”).

It is the Company’s policy not to comment on unsolicited offers and is confirming its receipt of the Non-Binding Proposal only because Forager has made it public. As previously disclosed, the Company entered into a Non-Disclosure and Standstill Agreement (the “Agreement”), dated February 1, 2025, with Forager Fund, L.P. (“Forager Fund”) and FCM (collectively, with Forager Fund, “Forager”). The Agreement provides that Forager, and other representatives of Forager will, for a period of six (6) months after the date of the Agreement, not directly or indirectly acquire (or propose or agree to acquire), by purchase or otherwise, any equity securities or assets of Quipt, or rights or options to acquire interests in any of Quipt’s equity securities or assets (the “Standstill”) without the prior advance approval in writing by the Board of Directors of the Company (the “Board”). The Agreement also provides for customary terms related to the non-disclosure and use of confidential information of Quipt. The Board did not provide Forager with any prior written approval for a waiver of the confidentiality provision or the Standstill provision relating to the issuance of the Non-Binding Proposal.

In consultation with its financial and legal advisors, the Board remains focused on the best long-term interests of the Company to drive sustainable value for its shareholders. The Company does not intend to comment further on the Non-Binding Proposal, unless it is required to do so in accordance with applicable law.

ABOUT QUIPT HOME MEDICAL CORP.

The Company provides in-home monitoring and disease management services including end-to-end respiratory solutions for patients in the United States healthcare market. It seeks to continue to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease, sleep disorders, reduced mobility, and other chronic health conditions. The primary business objective of the Company is to create shareholder value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company’s organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient’s services, and making life easier for the patient.

Cautionary Note Regarding Forward-Looking Statements

Various statements in this press release, including, but not limited to, statements regarding the Board’s focus and intentions related to further comment are “forward-looking statements” under applicable securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based upon current expectations and assumptions that involve risks, changes in circumstances and uncertainties. Therefore, no assurance can be given that the results or developments anticipated by Quipt will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Quipt. Forward-looking statements in this press release should be evaluated together with the various risks and uncertainties that affect Quipt’s business and market, particularly those identified in the “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Quipt’s most recent Annual Report on Form 10-K, as updated by Quipt’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov, and with ‎the securities ‎regulatory authorities in certain provinces of ‎Canada and ‎‎‎available at www.sedarplus.com.

For further information please visit our website at www.Quipthomemedical.com, or contact:

Cole Stevens
VP of Corporate Development
Quipt Home Medical Corp.
859-300-6455
cole.stevens@myquipt.com

Gregory Crawford
Chief Executive Officer
Quipt Home Medical Corp.
859-300-6455
investorinfo@myquipt.com

FAQ

What is the acquisition offer price for Quipt Home Medical (QIPT) from Forager Capital?

Forager Capital Management has offered to acquire Quipt Home Medical shares at $3.10 per common share.

Why did Quipt Home Medical (QIPT) disclose the Forager Capital acquisition proposal?

Quipt only disclosed the proposal because Forager made it public, as it's typically the company's policy not to comment on unsolicited offers.

What is the Standstill Agreement between Quipt Home Medical and Forager Capital?

The Standstill Agreement, dated February 1, 2025, prohibits Forager from acquiring or proposing to acquire any Quipt securities or assets for six months without prior Board approval.

How has Quipt's Board responded to Forager Capital's acquisition proposal?

The Board noted that the proposal violates their Standstill Agreement as no prior written approval was given, and they remain focused on long-term interests to drive sustainable shareholder value.