H.B. Fuller Company said its board of directors has unanimously rejected 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 decision followed a review supported by independent financial and legal advisers. According to H.B. Fuller, the board concluded that the modest increase in the offer price did not adequately capture the value of BAS. The board pointed to the unit’s organic growth momentum, the significant role it plays within H.B. Fuller’s broader platform and the upside it sees from Project Quantum Leap.
Offer still lacks key details
The board also said the proposal continued to lack key details, leading directors to conclude that its terms were highly conditional. The rejection therefore rested on both valuation and certainty of execution, not on the price alone.
H.B. Fuller described the proposal as Ancora’s second unsolicited, non-binding approach. The company did not say whether it would engage in further discussions with Ancora over the BAS business. The company’s account did not provide an alternative valuation of BAS or disclose the exact size of the price increase.
Market check set for less-integral businesses
The board said it continues to evaluate all opportunities to maximize value for all shareholders. As part of that effort, H.B. Fuller has decided to conduct a market check involving select market segments and product lines that are less integral to its portfolio and strategy. The company intends to use any proceeds from that process toward deleveraging.
The market check is separate from the rejected BAS proposal in the company’s description, although both concern portfolio scope. H.B. Fuller said it will carefully consider the feasibility of separating certain market segments as part of the process. That assessment will include stranded costs, tax implications, dis-synergies and the impact on execution of Project Quantum Leap. Those factors could affect whether a separation is practical, not merely desirable.
Timeline and open questions
H.B. Fuller expects to complete the market check by the end of 2026. The announcement did not identify the specific segments or product lines that will be reviewed, nor did it set out a target for proceeds or a timetable for any separation.
For the BAS business, the board’s action leaves the unit within H.B. Fuller’s portfolio for now. The company’s statement frames the rejection as a value judgment: the board found the revised cash offer insufficient and the terms too uncertain, while keeping open a broader review of businesses that are less central to its strategy.