Quipt Home Medical Corp. (the “
Company” or
“
Quipt”) (NASDAQ: QIPT; TSX: QIPT), a U.S. based
home medical equipment provider, focused on end-to-end respiratory
care, today announced that it has entered into a cooperation
agreement (the “
Agreement”) with David Kanen,
Philotimo Fund, LP and Kanen Wealth Management, LLC (collectively
with their affiliates, “
Kanen”), under which Kanen
has agreed to withdraw its notice of its intent to solicit proxies
in support of four director candidates at the Company’s upcoming
2025 annual general meeting of shareholders in opposition to the
director candidates recommended by the Company. As part of the
Agreement, the Company’s Board of Directors (the
“
Board”) has granted Kanen certain Board access
rights for as long as Kanen maintains aggregate beneficial
ownership of at least 3.5% of the Company’s outstanding shares.
These access rights include the right to request and conduct
quarterly discussions with either the Chairman of the Board or
another non-executive director designee of the Board.
Under the Agreement, the Company agreed to
establish a new committee of the Board to review and provide
analysis and non-binding recommendations to the Board pertaining to
Kanen’s previously communicated recommendations related to
corporate governance and other areas related to the Company’s
operations.
“We want to thank Kanen for their constructive
discussions and valuable insights,” stated Mark Greenberg, Lead
Independent Director of the Board. “We appreciate the perspectives
of all shareholders and welcome ongoing engagement as management
executes on our strategic growth plans to drive long-term
growth.”
David Kanen, President and CEO of Kanen
commented: “We appreciate the Company’s willingness to engage with
us and its commitment to maximizing value for Quipt shareholders.
The formation of this Committee is an important step, and we look
forward to working constructively with the Company to help unlock
long-term value.”
Pursuant to the Agreement, Kanen has also agreed
to a customary standstill, a voting commitment and other
provisions. The full text of the Agreement will be filed as an
exhibit to a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission (the “SEC”) and with the
Canadian securities regulators.
Advisors
DLA Piper serves as the Company’s legal advisors
in Canada and the United States. In addition, Vinson & Elkins
L.L.P. and Goodmans LLP assisted as legal advisors to the Company,
along with Longacre Square Partners as strategic advisor.
ABOUT QUIPT HOME MEDICAL
The Company provides in-home monitoring and
disease management services including end-to-end respiratory
solutions for patients in the United States healthcare market. It
seeks to continue to expand its offerings to include the management
of several chronic disease states focusing on patients with heart
or pulmonary disease, sleep disorders, reduced mobility, and other
chronic health conditions. The primary business objective of the
Company is to create shareholder value by offering a broader range
of services to patients in need of in-home monitoring and chronic
disease management. The Company’s organic growth strategy is to
increase annual revenue per patient by offering multiple services
to the same patient, consolidating the patient’s services, and
making life easier for the patient.
For further information please visit our website at
www.quipthomemedical.com, or contact:
Cole StevensVP of Corporate DevelopmentQuipt Home Medical
Corp.859-300-6455cole.stevens@myquipt.com
Gregory CrawfordChief Executive OfficerQuipt Home Medical
Corp.859-300-6455
investorinfo@myquipt.com
Forward-Looking Statements
Certain statements contained in this press
release constitute “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995 or
“forward-looking information” as such term is defined in
applicable Canadian securities legislation (collectively,
“forward-looking statements”). The words “may”, “would”, “could”,
“should”, “potential”, “will”, “seek”, “intend”, “plan”,
“anticipate”, “believe”, “estimate”, “expect”, “outlook”, or the
negatives thereof or variations of such words, and similar
expressions as they relate to the Company, are intended to
identify forward-looking information. All statements other than
statements of historical fact, including those that express, or
involve discussions as to, expectations, beliefs, plans,
objectives, assumptions or future events or performance are not
historical facts and may be forward-looking statements and may
involve estimates, assumptions and uncertainties that could cause
actual results or outcomes to differ materially from those
expressed in the forward-looking statements. Such statements
reflect the Company’s current views and intentions with respect to
future events, and current information available to the Company,
and are subject to certain risks, uncertainties and assumptions.
Many factors could cause the actual results, performance or
achievements that may be expressed or implied by such
forward-looking statements to vary from those described herein
should one or more of these risks or uncertainties materialize.
Examples of such risk factors include, without limitation, those
risk factors discussed or referred to in the Company’s disclosure
documents, including the Company’s most recent Annual Report on
Form 10-K, filed with the SEC and available at www.sec.gov, and
with the securities regulatory authorities in certain provinces of
Canada and available at www.sedarplus.com. Should any factor affect
the Company in an unexpected manner, or should assumptions
underlying the forward-looking statement prove incorrect, the
actual results or events may differ materially from the results or
events predicted. Any such forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
Moreover, the Company does not assume responsibility for the
accuracy or completeness of such forward-looking statements. The
forward-looking statements included in this press release is made
as of the date of this press release and the Company undertakes no
obligation to publicly update or revise any forward-looking
statements, other than as required by applicable law.
Important Additional Information
On January 24, 2025, the Company filed a
Management Information and Proxy Circular (as may be amended or
supplemented from time to time, the “Circular”) and WHITE Proxy
Card with the SEC and on the System for Electronic Document
Analysis and Retrieval (“SEDAR+”) in connection with its
solicitation of proxies in support of four director candidates to
the Board at the 2025 annual general meeting of shareholders of the
Company to be held on March 17, 2025 (including any adjournments,
reschedulings, continuations or postponements thereof, the
“Meeting”).
On January 25, 2025, the Company received a
letter pursuant to Rule 14a-19(b) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), from Kanen purporting to
provide notice of Kanen’s intent to solicit proxies in support of
four director candidates in opposition to the Company’s four
director candidates. As part of the Cooperation Agreement, Kanen
has agreed to withdraw its notice of intent to solicit proxies in
support of any opposition candidates.
SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE CIRCULAR, ACCOMPANYING WHITE PROXY CARD AND
ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH, OR FURNISHED
TO, THE SEC AND SEDAR+ CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MEETING.
Participant Information
The Company, its directors (Gregory Crawford,
Chairman of the Board and Chief Executive Officer, Mark Greenberg,
Dr. Kevin A. Carter and Brian J. Wessel) and certain of its
executive officers (Hardik Mehta, Chief Financial Officer) are
“participants” (as defined in Section 14(a) of the Exchange Act) in
the solicitation of proxies from the Company’s shareholders in
connection with matters to be considered at the Meeting.
Information about the compensation of our non-employee directors
and our named executive officers is set forth in the section of the
Circular titled “Executive Compensation,” which commences on page
15. Information regarding the participants’ holdings of the
Company’s securities can be found in the section if the Circular
titled “Voting Securities and Principal Holders,” which commences
on page 3 and is available here.
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