H.B. Fuller Company said its board of directors has unanimously rejected a second unsolicited, non-binding proposal from Ancora to acquire its 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. The board concluded that the modest increase in the offer price did not adequately capture the value of BAS, including its organic growth momentum, its role within H.B. Fuller's broader platform and the upside from Project Quantum Leap.
The board also determined that the proposal continued to lack key details, leading it to conclude that the terms were highly conditional.
Market check planned
H.B. Fuller said its board continues to evaluate all opportunities to maximize value for all shareholders. The company has therefore decided to conduct a market check involving selected market segments and product lines that are less integral to its portfolio and strategy, with the intention of using any proceeds to reduce leverage.
As part of the process, the company will carefully consider the feasibility of separating certain market segments. That assessment will include stranded costs, tax implications, dis-synergies and the impact on execution of Project Quantum Leap. H.B. Fuller expects to complete the market check by the end of 2026.