Ancora said the new proposal is also supported by a “highly confident” letter from Fortress Investment Group regarding its ability to provide the necessary debt financing. Ancora said it would not expect a definitive acquisition agreement to include a financing contingency.

The revised proposal remains subject to H.B. Fuller board and other required approvals, confirmatory due diligence, regulatory and third-party approvals, and negotiation of a definitive agreement.

Ancora said its offer values BAS at approximately 8.5 to 9.9 times last-12-month EBITDA and represents approximately 50% of H.B. Fuller’s current equity value. Those valuation figures are Ancora’s estimates.

H.B. Fuller’s board unanimously rejected the original proposal Aug. 24. The company said at the time that the offer materially undervalued BAS, did not reflect the segment’s growth prospects and lacked sufficient detail regarding financing and how BAS would operate independently.

H.B. Fuller also said separating BAS could create significant operational complications because the segment shares manufacturing operations with other company businesses at more than 30 plants worldwide.

Ancora’s latest proposal attempts to address at least one of those concerns by providing additional information about financing. The firm has asked H.B. Fuller’s independent directors to engage directly on the revised offer and begin discussions that could lead to due diligence.

H.B. Fuller had not publicly responded to the enhanced proposal as of publication.

For coatings and adhesives manufacturers, the proposed transaction could represent a significant portfolio change at a major global supplier. Follow PCI’s mergers and acquisitions coverage for additional transactions and strategic changes affecting the coatings, adhesives and sealants industries.