UPDATED: Quipt Home Medical responds to latest takeover bid from Forager Capital Management

WILDER, Ky. – Quipt Home Medical says an updated acquisition proposal from Forager Capital Management is only the latest in the shareholder’s “self-serving inferior and declining offers.” 

FCM’s August proposal 

FCM in August submitted an updated acquisition proposal to acquire all issued and outstanding common shares of the company for $3.10 per share in cash. It said the proposed $3.10 all-cash offer represents a significant premium over Quipt’s recent trading prices, including a 120% premium over the $1.41 unaffected closing price on May 19, 2025, the last trading day before FCM’s May 17, 2025, letter of intent became public.  

Details of the proposal: 

• An affiliate of FCM will fund the transaction using cash on hand, requiring no financing from Quipt or its shareholders.  
• The proposal is not subject to any due diligence conditions, as FCM has already evaluated the necessary information.  
• Go-shop & deal protections:  
  • A 30-day go-shop period post-signing of the definitive agreement  
  • A no-shop/non-solicitation period following the go-shop  
  • Matching rights for FCM on competing proposals  
  • A break-up fee of 3.5% during the go-shop period and 5.5% during the no-shop period  

“FCM remains fully committed to working with the board to finalize a transaction that maximizes value for all stakeholders,” it states. “The proposed transaction is of the highest priority for FCM, and its legal and financial advisors are prepared to proceed as quickly as possible, with the ability to potentially close within 16 weeks.” 

Quipt’s response 

Quipt has responded, saying that FCM in January offered to acquire all shares at $3.90 per share – 26% more than it is currently offering. 

Additionally, Quipt pointed out that since January it has: 

• Acquired a full-service durable medical equipment provider, wholly owned by Ballad Health, adding unaudited revenue of $6.6 million; 
• 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; and 
• Stabilized its revenue 

Quipt says thanks but no thanks 

Quipt said it declined FCM’s proposal in January because it undervalued the company at that time by only offering a small premium to the then current market price. It said 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 

“It is therefore unclear how FCM thinks the August proposal should be taken seriously by the board or any shareholders of the company,” the company stated. 

Path forward? 

Quipt also raised concerns with FCM’s credibility, saying the shareholder’s January proposal did not comply with U.S. securities laws and was not publicly reported. It said FCM has also chosen not to engage through the company’s appointed financial advisor, Truist Securities. 

“FCM continues to bypass proper channels,” Quipt stated. “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 FCM. 

“That said,” it continued, “if FCM agrees to enter into and actually comply with a confidentiality agreement with the company, the board would be pleased to engage with FCM on a friendly basis in an effort to determine if FCM could realistically make a bid that would provide real value to its fellow shareholders.” 

• Related: Earlier this year, Quipt Home Medical announced it had received an unsolicited non-binding and conditional and indicative proposal from Forager Capital Management to acquire 100% of the company’s issued and outstanding common shares for $3.10 per common share.