Quipt Home Medical to be acquired by Kingswood, Forager for $3.65 per share

Quipt Home Medical (QIPT) entered into a definitive agreement pursuant to which a special purpose acquisition vehicle to be funded by affiliates of each of Kingswood Capital Management and Forager Capital Management, solely to effect the acquisition of Quipt, will acquire, in an all cash transaction, all of the issued and outstanding common shares in the capital of Quipt for $3.65 per share. The transaction is not subject to any financing condition. Kingswood has provided an equity commitment letter to fund the Purchaser’s obligations under the Arrangement Agreement. The transaction values Quipt at approximately $260M, including Quipt’s existing outstanding debt. Following the completion of the transaction, Quipt will become a privately held company and cease to report in the U.S. and Canada. Following a comprehensive review of alternatives conducted with its financial advisor, Truist Securities, both the Quipt Board of Directors and its Strategic Transactions Committee determined, after relying on fairness opinions of Truist and Evans & Evans and financial and legal advice, that the transaction is in the best interest of shareholders. The Board unanimously recommends that Quipt shareholders vote in favor of the transaction at the special meeting to be called to approve the transaction. The transaction will be implemented by way of statutory plan of arrangement under the Business Corporations Act and is subject to court approval and the approval of at least 66 2/3% of the votes cast by Quipt shareholders present in person or by proxy at the Meeting, as well as by a simple majority of the votes cast by the Quipt shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Directors and executive officers of the Company who collectively hold approximately 11.4% of all issued and outstanding Shares, have entered into customary support and voting agreements with the Purchaser pursuant to which they have agreed to vote all their Shares at the Meeting in favor of the transaction, subject to certain conditions. Additionally, Forager Fund, LP has also entered into a Voting Support Agreement with the Purchaser pursuant to which it has agreed, among other things, to vote its Shares, which represent approximately 9.5% of all issued and outstanding Shares, in favor of the transaction, subject to certain conditions. The transaction is expected to close during the first half of 2026, subject to customary closing conditions, including receipt of required shareholder, regulatory and court approvals.