Quipt Home Medical acquired by Kingswood Capital Management / Forager Capital Management: fairness opinion by Truist Securities and Evans & Evans
Deal terms
Implied value per share by method vs. $3.65 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Truist Securities to the target board
Discounted cash flow assumptions
Mean of selected companies EV/2026E Adjusted EBITDA was 4.8x and EV/2026E Adjusted EBITDA less capex was 12.1x; share prices for selected companies as of December 9, 2025.
Selected public companies (3)
Owens & Minor, Inc. · Adapt Health Corp. · Viemed Healthcare, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| Enterprise Value / 2026E Adjusted EBITDA | 4.3x | 4.6x | 5.4x | 4.3x–5.4x | $3.92–$5.48 |
| Enterprise Value / 2026E Adjusted EBITDA less Capital Expenditures | 10.4x | 12.1x | 13.7x | 10.4x–13.7x | $1.43–$2.54 |
Truist Securities will receive certain fees, a significant portion of which is contingent upon consummation of the Arrangement. A fixed fee became payable upon delivery of its opinion and the remainder is contingent upon consummation. Amounts not disclosed. Expense reimbursement and indemnification provided. Engaged March 28, 2025 as exclusive financial advisor to the Board.
Opinion of Evans & Evans to the special committee
Discounted cash flow assumptions
Evans & Evans concluded that the enterprise value indicated by the DCF analysis was below the enterprise value implied by the Consideration; no per-share range disclosed.
Selected public companies (3)
AdaptHealth Corp. · Owens & Minor, Inc. · Viemed Healthcare, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue | 0.2x | — | 1.1x | — | — |
| EV / Current Fiscal Year Revenue | 0.7x | — | 1.0x | — | — |
| EV / Current Fiscal Year EBITDA | 4.6x | — | 6.0x | — | — |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Trading Price Analysis | Reviewed historical Nasdaq closing prices over the 10, 30, 90 and 180 trading days preceding December 14, 2025: 10-day min/avg/max $2.39/$2.48/$2.61; 30-day $2.19/$2.38/$2.61; 90-day $1.98/$2.47/$2.74; 180-day $1.40/$2.23/$2.74. Also considered declining trading liquidity. | $1.40–$2.74 |
| VWAP Premium Analysis | Calculated 10-, 20- and 30-day VWAPs prior to December 14, 2025 and observed that the $3.65 Consideration implied premiums of approximately 46% to 55% on both Nasdaq and the TSX. | — |
| Implied Transaction Multiples | Consideration implies EV/FY2025 revenue of approximately 1.12x (above the guideline companies' current-fiscal-year revenue multiples) and EV/FY2025 unadjusted EBITDA of approximately 5.8x (within the guideline companies' range of 4.56x-5.95x). | — |
| Other Considerations | Considered that the strategic review process produced indications of interest and that the Consideration was within the range of indications of interest received; that Quipt Shares had not traded above the Consideration on Nasdaq or the TSX since early August 2024; and that the termination fee was within the range of fees observed in Evans & Evans' experience. | — |
Fixed professional fee of $34,500 for preparation of the fairness opinion, plus reimbursement of out-of-pocket expenses and indemnification. A $25,000 retainer was payable to commence the engagement; the balance was due upon the earlier of delivery of the final draft opinion or ten days from issuance of the draft opinion. Fee is not contingent on consummation of the Arrangement or on the opinion presented.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $329M | $336M | $349M | $363M | $378M | 3.5% |
| Revenue growth | 34.1% | 2.0% | 4.0% | 4.0% | 4.0% | |
| EBITDA | $67.5M | $71.0M | $74.6M | $78.4M | $82.3M | 5.1% |
| EBITDA growth | 20.8% | 5.2% | 5.1% | 5.1% | 5.0% | |
| EBITDA margin | 21% | 21% | 21% | 22% | 22% | |
| Implied EV / EBITDA | 3.9x | 3.7x | 3.5x | 3.3x | 3.2x |
Year-1 growth is against LTM at announcement ($245M revenue, $55.9M EBITDA); later years are year over year.
Management provided non-public, unaudited standalone Management Projections for fiscal years 2026 through 2030 (fiscal year ends September 30) to the Board, the Strategic Transactions Committee, Truist and Evans & Evans. Net revenue grows from $329.2 million in FY2026 to $377.7 million in FY2030, with Adjusted EBITDA of $67.5 million in FY2026 rising to $82.3 million in FY2030, and patient capex of $51.3 million in FY2026 to $58.6 million in FY2030. Only a single management case was disclosed; assumptions included the recently acquired majority ownership in Hart Medical Equipment and the Mediserve acquisition, plus an assumed cyclical reduction in product pricing and volume.
Process notes
Other Distribution and Equipment Services fairness opinions
- Patterson Companies / Patient Square Capital 2024 · 12.0x EV/EBITDA
- Agiliti / Thomas H. Lee Partners 2024 · 9.4x EV/EBITDA
- Covetrus / Clayton, Dubilier & Rice 2022 · 14.0x EV/EBITDA
- Apria / Owens & Minor 2022 · 12.0x EV/EBITDA
- Universal Hospital Services / Federal Street Acquisition 2018 · 11.9x EV/EBITDA
- PSS World Medical / McKesson 2012 · 10.6x EV/EBITDA
All Distribution and Equipment Services opinions → · Truist Securities opinions · Evans & Evans opinions