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When a company receives an unsolicited acquisition proposal, it means a potential buyer has approached the board directly, without being invited to do so, and made an offer to purchase the company. The target board is under no obligation to accept or even engage with such an offer. They can reject it, ignore it, or, in some cases, use it as a starting point for negotiation. What makes these situations interesting is the tension that follows, especially when the suitor is also a significant shareholder and decides to go public with its frustrations.
That is exactly the situation playing out right now with Repay Holdings Corporation (NASDAQ: RPAY). Forager Capital Management, an Alabama-based investment firm and the company’s largest shareholder with roughly 13% of outstanding shares, publicly raised its unsolicited, non-binding all-cash acquisition proposal to $5.25 per share, up from its prior offer of $4.80 per share. Along with the new bid, Forager disclosed its intent to withhold votes for certain board members, a move that signals the relationship between the two parties has grown considerably more adversarial.
This is not the first time the board has heard from Forager. The original $4.80 per share proposal was made earlier in the year and unanimously rejected by the board on May 4, 2026, with directors concluding it significantly undervalued the company and was not in shareholders’ best interests. Forager pushed back publicly, arguing that a board turning down an all-cash offer at a 75% premium to the stock’s 30-day volume-weighted average price, without even agreeing to meet, was difficult to explain to shareholders.
What complicated matters further was the timing of a major transaction. On June 1, 2026, Repay closed its $372 million cash acquisition of Kubra Data Transfer Ltd., a bill payment and customer communications company that serves more than 250 clients and reaches over 40% of households across the U.S. and Canada. To finance the deal, Repay put in place a new $500 million senior secured term loan and a $100 million revolving credit facility. The combined company now expects to process more than $130 billion in annual payment volume.
For Forager, the KUBRA acquisition changed the calculus. At the time Forager was pressing the board to engage on its $4.80 offer, the company’s entire market capitalization sat at roughly $305 million. Yet the board chose to commit $372 million to an acquisition, funded largely with debt, rather than explore the Forager proposal. Forager’s updated letter to the board notes that its new $5.25 offer is still based solely on publicly available information and expresses confidence that additional value could be identified through customary due diligence access to management.
At $5.25 per share, the proposal represents a 91% premium to the company’s 30-day volume-weighted average price of $2.75 at the time of the original proposal, and a meaningful premium to where the stock has been trading in recent sessions. Forager has indicated it has sufficient financing in place and that the transaction would not be subject to a financing condition. The firm also noted its track record of closing similar transactions, pointing to its completed acquisition of Quipt Home Medical, a publicly listed company, for approximately $260 million.
Repay operates as a provider of integrated payment processing solutions in the U.S. and Canada, serving sectors including consumer finance, automotive, healthcare, and now, through KUBRA, utilities and government. The payments space has attracted significant strategic interest in recent years, and the combination of a debt-heavy balance sheet from the KUBRA deal alongside an active and increasingly vocal shareholder creates a situation that will be difficult for the board to navigate quietly.
Whether Repay’s board engages with the raised bid or continues to rebuff Forager, the coming weeks are likely to force the company into a more public conversation about its value and its direction.
