H.B. Fuller Company said its board of directors has unanimously rejected Ancora's second unsolicited, non-binding proposal to acquire the company's Building Adhesive Solutions (BAS) business for $1.2 billion to $1.4 billion in cash.
The decision followed a review supported by independent financial and legal advisers. The board concluded that the modest increase in the offer price did not adequately capture the value of BAS, according to the company.
Board's valuation view
H.B. Fuller said the board's assessment took into account BAS's organic growth momentum, the business's significant role within the company's broader platform and the upside the company sees from Project Quantum Leap. The board also found that the proposal continued to lack key details and concluded that its terms were highly conditional.
The company did not disclose the specific terms of the latest proposal beyond the cash range, nor did it provide a separate valuation of BAS. Its statement attributed the board's conclusions to the review and did not present them as an external appraisal. The board said it continues to evaluate all opportunities to maximize value for all shareholders. The board's action means the company is not accepting the proposal as submitted.
The proposal was unsolicited and non-binding, and the company characterized the latest offer as a second approach from Ancora. H.B. Fuller did not say whether it would engage with Ancora on any revised terms, and its statement focused on the board's conclusion that the current proposal was inadequate.
Market check planned
As part of that effort, H.B. Fuller has decided to conduct a market check involving selected market segments and product lines that are less integral to its portfolio and strategy. The company said it intends to use any proceeds from a transaction toward deleveraging.
The market check is described as covering selected operations, not the entire company, and H.B. Fuller did not identify the segments or product lines that would be included. It also did not state whether BAS would be part of the review. The board cited BAS's role in the broader platform as a reason the Ancora offer was inadequate.
H.B. Fuller said it will carefully consider the feasibility of separating certain market segments, including stranded costs, tax implications, dis-synergies and the impact on execution of Project Quantum Leap. Those factors indicate that any separation would be assessed for costs and operational consequences, not only for potential proceeds.
The company expects to complete the market check by the end of 2026. The announcement does not indicate that a sale of BAS or any other business has been agreed. It also does not set a deadline for a decision on a transaction, describing the market check as a review rather than a commitment to divest.