Sec Form 13D Filing - Forager Fund L.P. filing for - 2025-05-19

On May 15, 2025, Quipt Home Medical Corp. (Quipt) agreed to provide additional information to Forager Capital Management (FCM) in connection with FCM's consideration of a potential business combination transaction. On May 17, 2025, FCM submitted a non-binding offer to buy all the outstanding shares of Quipt in cash for $3.10, a 120% premium over the $1.41 closing price on May 16, 2025 (the last trading day prior to the submission of the attached LOI), (the Potential Transaction). Quipt has faced persistent challenges in delivering meaningful organic growth, and its financials are further clouded by complex GAAP-driven depreciation and amortization charges. These factors, in FCM's view, significantly reduce the likelihood of any meaningful appreciation in Quipt's stock price. Furthermore, the expenses associated with maintaining Quipt as a public company are excessively burdensome for an enterprise of this scale. Public shareholders are left fighting an uphill battle. That's why FCM believes the Board should act in the best interest of shareholders by accepting this offer, which delivers a substantial premium in cash and a clear, immediate path to value realization. FCM's offer compares favorably with precedent transactions and peers. In the past two years, fewer than 15% of take-private transactions were completed at premiums exceeding 50% over the last closing price prior to deal announcement. Over the last twelve months, premiums have generally ranged between 35% and 55%, based on the 50th to 75th percentiles of completed deals. FCM arrived at the proposed purchase price using a blend of market-based valuation multiples and discounted cash flow analysis. Specifically, FCM considered a reasonable EV/FCF range of 15x to 16x. FCM's offer reflects a multiple of approximately 19.2x on Quipt's trailing twelve-month free cash flow (as publicly defined by management), representing a highly attractive valuation relative to both comparable transactions and current public market peers. The foregoing summary of the LOI is not intended to be complete and is qualified in its entirety by reference to the full text of the LOI, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. FCM's LOI is non-binding, with limited exceptions, does not create or impose any legal obligation on any party (including any obligation to continue discussions regarding the Potential Transaction), and does not constitute an offer capable of acceptance by any shareholder. This Schedule 13D is not an offer to purchase or a solicitation of an offer to sell any securities. The LOI does not contain all matters on which agreement must be reached in order for the Potential Transaction to be consummated and does not constitute, and is not intended to constitute, an offer or a legally binding obligation of, or promise by, any person or entity to enter into a transaction (including, but not limited to, the Potential Transaction) or negotiate the terms of any transaction (including, but not limited to, the Potential Transaction). Consummation of the Potential Transaction and the other transactions contemplated by the LOI is subject to, among other things, satisfactory due diligence, including, without limitation, financial, business, tax, accounting and legal matters; receipt of all Quipt approvals; receipt of all internal and necessary third-party and regulatory approvals; FCM and Quipt?s mutual agreement on all ter ms and conditions of the Proposed Transaction; and execution and delivery of definitive documentation by the parties thereto.