H.B. Fuller Company said its board of directors voted unanimously to reject a second unsolicited, non-binding proposal from Ancora to acquire the company's Building Adhesive Solutions (BAS) business for between $1.2 billion and $1.4 billion in cash.
The St. Paul, Minnesota-based adhesives maker said the decision came after a thorough review supported by independent financial and legal advisers. The board determined that the modest increase in the offer price does not adequately capture the value of the BAS business.
What the board weighed
In explaining the rejection, the board pointed to three elements of value it said the proposal failed to reflect:
- the organic growth momentum of the BAS business;
- the significant role the unit plays within H.B. Fuller's broader platform;
- the upside the board sees in the business from Project Quantum Leap.
The board also said the offer continued to lack key details, leaving directors to conclude that the terms were highly conditional.
Market check targeted for 2026
H.B. Fuller said its board continues to evaluate all opportunities to maximize value for all shareholders. As part of that effort, the company intends to run a market check covering select market segments and product lines that are less integral to its portfolio and strategy, with any proceeds directed toward deleveraging.
The company 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.
H.B. Fuller did not identify which segments or product lines would be included in the review. The company expects to complete the market check by the end of 2026.