According to Ancora, an all-cash sale of BAS could support H.B. Fuller’s stated deleveraging goals, allow management to devote additional attention to the planned integration of Advanced Medical Solutions Group plc (AMS) while continuing Project Quantum Leap, and move H.B. Fuller out of a business Ancora characterized as lower-margin and operating in a fragmented market. Ancora also said completing such a transaction could bring an end to its public activist campaign involving the company.

Ancora said it believes the proposed purchase price represents an attractive multiple and that its familiarity with BAS and the broader sector would allow it to complete due diligence within a customary timeframe. The firm said it is prepared to immediately enter into a confidentiality agreement with H.B. Fuller to begin that process.

The proposed acquisition would be subject to H.B. Fuller board approval and any required shareholder approvals, as well as governmental and third-party approvals. Those conditions could include expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act and required consents under material contracts.

The proposal also remains subject to confirmatory due diligence and negotiation and execution of a definitive acquisition agreement. Ancora said it is highly confident in its ability to secure any necessary financing and that the proposed transaction would not include a financing contingency.

Ancora said it is working with legal adviser Olshan Frome Wolosky LLP and operating partners and is prepared to devote resources to completing due diligence, negotiating definitive documentation and arranging any required financing commitments.

The proposed price is based entirely on publicly available information. Ancora said it could increase the proposed purchase price if due diligence identifies additional value within the BAS business. The firm also emphasized that its letter represents an expression of interest rather than a binding agreement and that it retains the right to modify or withdraw the proposal.

In the letter, Fredrick D. DiSanto, chairman and CEO of Ancora Holdings Group, and James Chadwick, president of Ancora Alternatives LLC, called on H.B. Fuller’s independent directors to indicate whether the company is willing to explore the transaction. Ancora said that, if H.B. Fuller is interested, the companies’ legal advisers could begin work on a confidentiality agreement that would allow due diligence to proceed.

The proposal marks the latest development in an ongoing disagreement between Ancora and H.B. Fuller over the adhesives company’s capital allocation and acquisition strategy.

PCI previously reported that Ancora publicly opposed H.B. Fuller’s pursuit of AMS in May, arguing that a transaction would conflict with the company’s deleveraging priorities. H.B. Fuller defended its acquisition strategy and said acquisitions were part of its effort to increase scale and expand into higher-growth markets.

H.B. Fuller subsequently announced a recommended cash offer for AMS on June 25. The company said the proposed acquisition would expand its position in medical adhesives and related technologies while advancing its strategy of shifting the portfolio toward higher-growth, higher-margin businesses. H.B. Fuller said AMS was expected to add approximately $300 million in annual revenue and contribute to approximately $55 million in combined run-rate revenue and cost synergies.

Building Adhesive Solutions itself is a relatively new configuration within H.B. Fuller. The company created the global business unit at the beginning of fiscal 2025 by combining its Insulated Glass, Woodworking and Composite businesses with Roofing and Building Envelope and Infrastructure operations following the divestiture of its Flooring business. At the time, H.B. Fuller said the combined BAS operations generated approximately $850 million in fiscal 2024 net revenue and approximately $130 million in adjusted EBITDA.

More recently, H.B. Fuller reported second-quarter 2026 BAS revenue of $245 million, an increase of 9.4% from the prior-year period.

Source: Ancora Holdings Group LLC / Business Wire; H.B. Fuller Co.

For coatings and adhesives manufacturers, the proposal represents a potentially significant portfolio shift at one of the industry’s major adhesives suppliers. Follow PCI’s ongoing coverage of mergers and acquisitions for related transactions and strategic changes across the industry.