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Quipt Home Medical Corp. Announces Filing and Mailing of Proxy Statement and Information Circular and Receipt of Interim Order in Connection With Plan of Arrangement
Globenewswire· 2026-02-04 22:00
Core Viewpoint - Quipt Home Medical Corp. is moving forward with a plan of arrangement to be acquired by affiliates of Kingswood Capital Management and Forager Capital Management for cash consideration of US$3.65 per share, representing a 54% premium to its 30-day volume-weighted average price (VWAP) as of December 12, 2025 [1] Meeting Details - A special meeting for shareholders is scheduled for March 3, 2026, at 10:00 a.m. Eastern Standard Time, to vote on the Arrangement Resolution [1][3] - Only shareholders of record as of January 22, 2026, are entitled to vote at the meeting [3] Voting Requirements - The Arrangement Resolution requires approval from at least 66⅔% of the votes cast by shareholders present in person or by proxy, along with a simple majority excluding votes from interested parties as defined in Multilateral Instrument 61-101 [2] Shareholder Participation - Shareholders are encouraged to read the Circular and vote their shares before the proxy voting deadline of February 27, 2026, at 10:00 a.m. Eastern Standard Time [4] - Voting can be done in advance by proxy, regardless of attendance at the meeting [5] Board and Shareholder Support - The board of directors unanimously recommends that shareholders vote in favor of the Arrangement Resolution [7] - Directors and executive officers holding approximately 11.3% of shares have entered into Voting Support Agreements to vote in favor of the Arrangement [8] - Forager Fund, LP, holding approximately 9.5% of shares, has also agreed to vote in favor of the Arrangement [9] Legal Proceedings - The Supreme Court of British Columbia issued an interim order on January 23, 2026, authorizing the meeting to consider the Arrangement [10] Conditions for Implementation - The Arrangement is subject to obtaining final court approval, shareholder approval at the meeting, and satisfaction of other conditions outlined in the Arrangement Agreement dated December 14, 2025 [11] Company Overview - Quipt Home Medical provides in-home monitoring and disease management services, focusing on respiratory solutions and chronic disease management for patients in the U.S. healthcare market [13]
Quipt Home Medical Enters Into Definitive Agreement for Its Acquisition by Affiliates of Kingswood Capital Management and Forager Capital Management
Globenewswire· 2025-12-15 12:30
Core Viewpoint - Quipt Home Medical Corp. has entered into a definitive agreement for acquisition by a special purpose acquisition vehicle, valuing the company at approximately US$260 million, with shareholders receiving US$3.65 per share in cash [1][2]. Transaction Details - The acquisition is an all-cash transaction with no financing conditions, funded by Kingswood Capital Management and Forager Capital Management [2]. - The transaction will result in Quipt becoming a privately held company, ceasing to report in the U.S. and Canada [2][11]. - The expected closing of the transaction is during the first half of 2026, subject to customary closing conditions [10]. Shareholder Value - The purchase price represents a 162% premium to Quipt's stock price on May 19, 2025, and a 54% premium to the 30-day volume-weighted average price (VWAP) as of December 12, 2025 [6][7]. - The transaction provides immediate liquidity and certainty of value to shareholders [6]. Board and Advisory Process - The Quipt Board of Directors, after a comprehensive review with financial advisors, unanimously recommends that shareholders vote in favor of the transaction [4]. - Fairness opinions from Truist and Evans & Evans confirmed that the transaction is fair from a financial perspective for Quipt shareholders [6][7]. Voting Support - Directors and executive officers holding approximately 11.4% of the shares have entered into Voting Support Agreements to vote in favor of the transaction [9]. - Forager Fund, LP, holding approximately 9.5% of the shares, has also agreed to vote in favor of the transaction [9]. Future Growth Potential - Kingswood and Forager expressed excitement about partnering with Quipt to support its next growth chapter as a private entity, focusing on expanding in strategic markets and investing in technology and clinical care [3].
Quipt Home Medical Confirms Receipt of Forager’s Repetitive Undervalued Offer; Board Denounces Inferior Terms and Self-Serving Tactics
Globenewswire· 2025-08-27 11:30
Core Viewpoint - Quipt Home Medical Corp. has received a new unsolicited acquisition proposal from Forager Capital Management, LLC at a price of US$3.10 per share, which follows previous offers that were deemed inadequate by the Company's Board [1][3]. Group 1: Acquisition Proposals - The latest proposal from FCM is a reduction from an earlier offer of US$3.90 per share made in January 2025, which represented a 26% premium over the current offer [2]. - The Board of Directors rejected the January Proposal, citing that it undervalued the Company and did not serve the best interests of shareholders [3]. - FCM has made multiple offers without engaging through the Company's financial advisor, raising concerns about its credibility and intentions [5]. Group 2: Company Developments - Since the January Proposal, the Company has made strategic acquisitions, including a full-service durable medical equipment provider with an unaudited revenue of US$6.6 million and a joint venture for a 60% stake in Hart Medical Equipment, contributing an additional unaudited revenue of US$60 million and US$7 million in Adjusted EBITDA [4]. - The Company aims to enhance shareholder value by expanding its service offerings in in-home monitoring and chronic disease management, focusing on patients with various health conditions [7]. Group 3: Board's Position - The Board, advised by Truist Securities, remains committed to protecting long-term shareholder value and is open to engaging with FCM if it complies with confidentiality agreements [6].