Ancora Calls for H.B. Fuller Strategic Review After Third-Quarter Results
Need to Know
- Ancora asked H.B. Fuller’s board to initiate a review of strategic alternatives and criticized the company’s governance and engagement.
- The letter followed H.B. Fuller’s report of $938 million in third-quarter revenue and a record 19.9% adjusted EBITDA margin.
- H.B. Fuller previously rejected Ancora’s $1.1 billion to $1.2 billion proposal for its Building Adhesive Solutions business.
Ancora Holdings Group has renewed its public campaign at H.B. Fuller Co., calling on the company’s board to initiate a review of strategic alternatives.
In a Sept. 24 letter, Ancora criticized what it characterized as continued underperformance, weak corporate governance and an unwillingness to engage with the investment firm. Ancora also contrasted its dealings with H.B. Fuller with its recent engagement at Ashland and renewed criticism of H.B. Fuller’s capital-allocation decisions and planned acquisition of Advanced Medical Solutions Group plc. Those assessments represent Ancora’s position.
The letter arrived one day after H.B. Fuller reported fiscal third-quarter net revenue of $938 million, up 5.2% from the prior-year period. Organic revenue increased 4.4%, adjusted EBITDA rose 9% to $187 million and adjusted EBITDA margin reached a company-record 19.9%. Adjusted diluted earnings per share increased 21% to $1.52.
H.B. Fuller said pricing execution and restructuring savings supported the improvement. Net debt totaled approximately $1.96 billion at the end of the quarter, while net debt-to-adjusted EBITDA declined to 3.0 times from 3.3 times a year earlier. The company said it remains focused on completing the AMS acquisition, advancing Project Quantum Leap and moving adjusted EBITDA margin above 20%.
The dispute dates to Ancora’s August proposal to acquire H.B. Fuller’s Building Adhesive Solutions business for between $1.1 billion and $1.2 billion in cash. H.B. Fuller’s board unanimously rejected the proposal, saying it undervalued the business, did not account for its growth prospects and lacked important financing and operating details. The company also said BAS shares manufacturing operations with other H.B. Fuller businesses at more than 30 plants, complicating a potential separation.
Ancora subsequently reaffirmed its offer and called for leadership changes or a strategic review. Its latest letter broadens that campaign by focusing on the full company’s governance, portfolio and capital-allocation strategy rather than presenting a revised price for the BAS business.
Sources:
H.B. Fuller Reports Third Quarter 2026 Results
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