Newsletter Subscription

A Laser Focus World newsletter subscription is free to qualified professionals:

The Daily Beam

Showcases the newest content from Laser Focus World, including photonics- and optics-based applications, components, research, and trends. (Daily)

Product Watch

The latest in products within the photonics industry. (9x per year)

Bio & Life Sciences Product Watch

The latest in products within the biophotonics industry. (4x per year)

Laser Processing Product Watch

The latest in products within the laser processing industry. (3x per year)

Forager Sets the Record Straight on Recent Efforts to Acquire Quipt for an All-Cash Premium

By: Forager Capital Management, LLC via GlobeNewswire

September 03, 2025 at 08:30 AM EDT

Quipt’s Convenient Omissions and Lawsuit Demonstrate the Board is Motivated by Self-Serving Tactics Rather than Shareholders’ Best Interests

Reiterates Commitment to $3.10 Offer and Willingness to Improve Offer Upon Constructive Engagement

BIRMINGHAM, Ala., Sept. 03, 2025 (GLOBE NEWSWIRE) -- Forager Capital Management (“Forager”), one of the largest shareholders of Quipt Home Medical Corp. (“Quipt”) (NASDAQ: QIPT; TSX: QIPT), with beneficial ownership of 9.7%, today provided the missing context from Quipt’s August 27, 2025 public statements:

“As long-term shareholders, our motive is simple: to ensure Quipt completes a transaction at the highest possible price and to prevent the Board from avoiding a sale and entrenching itself in the process. We welcome any higher offer that delivers greater value to shareholders. We also remain willing to increase our offer upon constructive engagement.

Unfortunately, the Board’s strategy has now become clear: discredit Forager while distracting shareholders from a firm offer at a significant premium. Shareholders know what comes next – the Board will use the hiring of a financial advisor as cover to claim it has spoken to all logical buyers, and none met its definition of “fair value.” It will frame recent growth initiatives as momentum to stall and build a case for its standalone existence or a hypothetical sale at a future date.

That outcome is unacceptable. Quipt’s limited float, inability to grow organically, and high public company costs prevent it from succeeding as a standalone public company. Since our first offer, Quipt has made three attempts to justify a go-it-alone strategy:

The Strategic Priorities Announcement on March 24
The Ballad Health Acquisition on July 7
The Hart Medical JV on August 12

On each occasion, Quipt’s share price declined as investors assessed the news. On the day the JV was announced, Quipt’s stock dropped 7% – even as the Russell 2000 Index rose 3%.

The clear path to creating shareholder value is to negotiate a transaction with us, or any higher bidder. It’s now been 230 days since our initial proposal – Truist knows the relevant buyers to solicit. Every day the Board delays reduces the IRR for shareholders. That is, by definition, destruction of shareholder value.

If Quipt is going to present facts to its shareholders, it has a responsibility to provide the full picture. Below is the key missing context from Quipt’s recent press release:

Forager reduced its offer from $3.90 to $3.10 to reflect the material decline in free cash flow and the Board’s massively dilutive, self-serving equity grants.
- If our offer at $3.10 is so undervalued that it “shouldn’t be taken seriously,” how should shareholders reconcile that with the Board’s decision, just weeks after our first offer, to issue itself approximately 7% of the Company at $2.37 per share – complete with automatic vesting upon a change-of-control.
- When we submitted our initial proposal of $3.90 per share in January, Quipt’s trailing twelve-month FCF was $13.1 million. Today, it has declined to $10.8 million. We believe FCF is the most appropriate valuation metric, as EBITDA is not a reliable proxy for cash generation for a company that has rarely generated any net income.
- Forager’s $3.10 per share proposal represents a 120% premium to the unaffected trading price and reflects a 19x multiple of FCF – a premium to public peers and precedent transactions.
Forager’s constructive engagement is proven by an extensive paper trail – the Board responded by spending shareholder money to sue us.
- Forager entered into a six-month non-disclosure agreement under the impression that Quipt was prepared to engage seriously in a potential transaction. Instead, once restricted from speaking publicly, we received no material information nor any constructive engagement.
- In June and July alone, we placed more than a dozen phone calls to the Company directly – none were returned. We also contacted Truist multiple times, explicitly asking at what price the Board would consider a transaction. No response.
- None of our three acquisition proposals received a substantive response or counteroffer. We also sent private letters to the Board on May 23, May 30, and August 1, reiterating our interest in a transaction. No response. On June 18, we submitted a concise set of diligence questions to better assess potential value. No response.
- If the Board is truly “pleased to engage with us on a friendly basis,” then why didn’t it do so over the last six months – when we were under a non-disclosure agreement?
- On August 7, the Board sued us over our confidentiality agreement that had already fully expired with no continuing obligations, apparently fearing we would expose its self-serving tactics. Shareholders should ask: if the Board were truly motivated to sell for an all-cash premium, why would it sue its most engaged and interested buyer?

We call on the Board to properly engage and deliver the outcome shareholders deserve.”

Contact:

Johnny Wilhelm
Partner, Forager Capital Management, LLC
205-383-4763
info@foragercap.com