Invacare Corporation Announces Cooperation Agreement with Azurite Management

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Adds two independent directors with expertise in business transformation

ELYRIA, Ohio–(BUSINESS WIRE)–Invacare Corporation (NYSE: IVC) today announced that it has entered into a cooperation agreement with its principal shareholder, Azurite Management LLC (“Azurite”), which currently owns approximately 10.3 % of the company’s outstanding shares as of June 30, 2022. As part of the agreement, Invacare has appointed two new independent directors, Steven H. Rosen and Ambassador Edward F. Crawford, effective immediately. Mr. Rosen will serve on the company’s audit and compensation and executive development committees, and Ambassador Crawford will serve on the company’s nominating and governance committee.

“Following constructive dialogue and collaboration with Azurite, we are pleased to strengthen our Board of Directors with the addition of Mr. Rosen and Ambassador Crawford. They bring a wealth of experience in operations and business transformation, and their knowledge of Invacare’s history will be invaluable. We look forward to collaborating with them on ways to accelerate the evolution of our business and improve profitability,” said Matt Monaghan, Chairman, President and CEO.

“Ambassador Crawford and I are delighted to join the Invacare Board of Directors and work with the Board and management team to make operational improvements that will enhance both shareholder value and Invacare’s leadership position,” said Mr. Rosen.

Due to other business commitments, Julie A. Beck and Stephanie L. Fehr have resigned from the Board of Directors effective August 22, 2022. Mr. Monaghan said, “I would like to thank Julie and Stephanie for their exemplary service to Invacare and I wish the best in their future endeavours.

With the changes announced today, the number of Invacare directors remains at eight members in total, seven of whom are independent. The company remains committed to appointing at least one racial and/or ethnic diversity director by the next annual meeting.

Under the terms of the cooperation agreement between Invacare and Azurite, Azurite has agreed to customary standstill, voting and other provisions. The complete cooperation agreement will be filed on a Form 8-K with the Securities and Exchange Commission.

About Steven H. Rosen

Mr. Rosen is currently co-founder and co-CEO of Resilience Capital Partners LLC, an Ohio-based private equity firm, where he is involved in all aspects of Resilience Capital’s operations, including developing and maintaining relationships. with investors and investment intermediaries and the company’s strategic planning efforts. Mr. Rosen has extensive experience in operations, strategic planning and supporting companies undergoing strategic transformation. Mr. Rosen served as a director of Zanite Acquisition Corporation from 2020 to May 2022, Park-Ohio Holdings Corp (NASDAQ: PKOH) since 2011, Crawford United Corporation (OTC: CRAWA) since 2012 and AmFin Financial Corporation (OTC: ANFL) since 2018 Mr. Rosen is a graduate of the University of Maryland and earned an MBA from the Weatherhead School of Management at Case Western Reserve University. Mr. Rosen is a member of numerous professional organizations, including the Turnaround Management Association and the Young Presidents Organization. As an inventor, Mr. Rosen was granted 11 patents by the United States Patent and Trademark Office.

About Edward F. Crawford

Ambassador Crawford is currently a member of the board of directors of Park-Ohio Holdings Corp. (NASDAQ: PKOH), a public company based in Ohio and previously served as Chairman and Chief Executive Officer from 1998 to 2018, and Chairman from 1997 to 2003. He is also Chairman of the Board of Crawford United Corporation (OTC: CRAWA) since 2021 and previously served on its Board of Directors from 2012 to 2019. He served as U.S. Ambassador to Ireland from 2019 to 2021. Ambassador Crawford is a Board Member of Resilience Capital Partners LLC . Ambassador Crawford has extensive experience in strategic planning and operations, as well as knowledge of public and private company strategy.

About Invacare Corporation

Invacare Corporation is one of the leading manufacturers and distributors in its markets of medical equipment used in non-acute care settings. At its core, the company designs, manufactures and distributes medical devices that help people move, breathe, rest and perform essential hygiene. The company provides clinically complex medical device solutions for diseases that are congenital (eg, cerebral palsy, muscular dystrophy, spina bifida), acquired (eg, stroke, spinal cord injury, head trauma, post-acute recovery , bedsores) and degenerative (eg, ALS, multiple sclerosis, chronic obstructive pulmonary disease (COPD), elderly, bariatric). The company’s products are important parts of care for people facing a wide range of challenges, from those who are active and involved in work or school every day and who may need mobility or respiratory support, to those cared for in residential care facilities, at home and in rehabilitation centres. The Company sells its products primarily to home medical equipment providers with retail and e-commerce channels, residential care operators, distributors and government health departments in North America, Europe and Asia. /Peaceful. For more information about the company and its products, visit Invacare’s website at www.invacare.com.

This press release contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that describe future results or expectations that are generally identified by words such as “” , ‘should’, ‘could’, ‘plan’, ‘intend’, ‘expect’, ‘continue’, ‘plan’, ‘believe’ and ‘anticipate’ and include, for example, statements regarding the company’s ability to meet ongoing supply chain challenges; sales and free cash flow trends; the impact of emergency plans and cost control actions; the business’ liquidity and working capital expectations; the company’s future financial results; and similar statements. Actual results and events may differ materially from those expressed or anticipated due to various risks and uncertainties, including the availability and cost to the Company of necessary products, components or raw materials from the Company’s suppliers, including delivery delays and production disruptions due to the pandemic – supply chain challenges and supplier delivery delays resulting from chargebacks; the duration and extent of the COVID-19 pandemic, the pace of resuming access to health care, including clinics and elective care, and the easing of public health restrictions, or any restrictions reimposed access to healthcare or heightened public health restrictions, which could impact demand for the company’s products; global shortages or increased costs of transportation and logistics services and capacity; measures that governments, businesses and individuals are taking in response to the pandemic, including mandatory business closures and restrictions on on-site business interactions; the impact of the pandemic or political or geopolitical crises, such as Russia’s invasion of Ukraine, and actions taken in response, on global and regional economies and economic activity; the pace of recovery as the COVID-19 pandemic subsides; general economic uncertainty in major world markets and worsening global economic conditions or low levels of economic growth, including adverse conditions attributable to inflationary economic conditions; the effects of measures the company has taken or will take to reduce operating costs; the company’s ability to sustain profitable sales growth, achieve anticipated improvements in segment operating performance, convert high inventory levels into cash or reduce costs; lack of market acceptance of the company’s new product innovations; the potential adverse effects of revised product prices and/or product supplements on revenues or demand for the company’s products; circumstances or developments that may render the company unable to implement or realize the anticipated benefits, or which may increase the costs, of its current and planned business initiatives, in particular key elements of its growth plans, such such as new product introduction, marketing plans, additional investment in demonstration equipment, product distribution strategy in Europe, supply chain actions and global information technology outsourcing and implementation activities. ERP implementation; possible adverse effects on the Company’s liquidity, including (i) the Company’s ability to meet future debt maturities or other obligations, including additional debt that may be incurred in the future or (ii) the company’s ability to access the remaining portion of the financing under the July 2022 financing transactions (as described in the notes to the condensed consolidated financial statements) in the event of non-compliance with one or more applicable closing conditions; increases in interest rates or borrowing costs; potential limitations on the company’s business activities due to obligations contained in the company’s debt agreements; adverse changes in government and third-party payer reimbursement levels and practices; decreased availability or increased costs of materials that could increase the cost of producing or acquiring the company’s products, including adverse impacts of tariffs and increased raw material costs or costs transport ; regulatory proceedings or the Company’s failure to comply with regulatory requirements or to obtain regulatory clearance or approval for the Company’s products or operations; the adverse effects of regulatory or governmental inspections of the Company’s facilities at any time and governmental enforcement actions; fluctuations in currency exchange rates, particularly in light of the relative importance of the Company’s foreign operations to its overall financial performance; and other risks and uncertainties expressed in the caveats and risk factors in the company’s annual report on Form 10-K, quarterly reports on Form 10-Q and other documents filed with the Securities and Exchange Commission . The company may not be able to predict and may have little or no control over many factors or events that could affect its future results and, except as required by law, will have no obligation to update forward-looking statements.

Investor contacts:

Lois Lee

[email protected]

440-329-6435

Source: Invacare Corporation

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