Ancora Reaffirms H.B. Fuller BAS Bid After Board Rejection
Need to Know
- Ancora reaffirmed its proposal to acquire H.B. Fuller’s Building Adhesive Solutions segment after the board rejected the offer.
- The investor said it could increase its $1.1 billion to $1.2 billion bid if due diligence supports a higher valuation.
- Ancora threatened legal action and a prolonged public campaign while calling for leadership changes or a review of strategic alternatives.
Ancora Holdings Group has reaffirmed its proposal to acquire H.B. Fuller Co.’s Building Adhesive Solutions segment following the company board’s unanimous rejection of the unsolicited offer.
Ancora said it remains prepared to acquire BAS for between $1.1 billion and $1.2 billion in cash. The investor added that it could increase the offer if due diligence demonstrates that a higher valuation is warranted and said the transaction would not be subject to a financing contingency.
The response was issued approximately five hours after H.B. Fuller announced its decision Aug. 24. Ancora said the board did not contact the investment firm before rejecting the proposal and claimed it first learned of the decision through a media request for comment.
H.B. Fuller’s board said the proposal undervalued BAS, failed to account for the segment’s growth prospects and lacked sufficient detail regarding financing and independent operation of the business. The company also said separating BAS would create inefficiencies because the segment shares manufacturing operations with other H.B. Fuller businesses at more than 30 plants.
Ancora disputed the board’s argument that H.B. Fuller can rapidly reduce leverage through cash generation following its Advanced Medical Solutions acquisition. The investor cited what it calculated as a five-year average free-cash-flow conversion rate of 28.1% and argued that asset sales represent a more viable route to deleveraging. That calculation and assessment are Ancora’s position and have not been independently verified by PCI.
Ancora also criticized the company’s leadership and advisers and warned that it may pursue available legal remedies if it believes the board’s decisions continue to harm shareholders.
The investor said H.B. Fuller must either change leadership or initiate what Ancora considers a credible review of strategic alternatives to avoid a prolonged public campaign.
The exchange extends a broader disagreement between Ancora and H.B. Fuller over capital allocation, leverage and the planned AMS acquisition. PCI previously reported Ancora’s original BAS proposal and H.B. Fuller’s confirmation that it had received the offer.
Ancora’s continued campaign adds to consolidation and portfolio-strategy activity across the adhesives and sealants sector.
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