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 business for between $1.2 billion and $1.4 billion in cash.
The St. Paul, Minnesota-based company said the board’s review was supported by independent financial and legal advisers. After that review, the directors determined that the modest increase in the offer price did not adequately capture the value of the BAS business.
H.B. Fuller said that value includes the unit’s organic growth momentum, the significant role it plays within the company’s broader platform and the upside the company associates with Project Quantum Leap.
The board also concluded that the proposal continued to lack key details. As a result, the directors viewed the terms as highly conditional.
The rejection does not end the board’s review of ways to maximize shareholder value. H.B. Fuller said its board continues to evaluate all opportunities toward that goal.
Market check on selected businesses
As part of that effort, the company has determined that it will conduct a market check involving selected market segments and product lines that are less integral to its portfolio and strategy. The scope is therefore narrower than the BAS business as a whole and focuses on businesses the company describes as less central to its current setup.
H.B. Fuller intends to use any proceeds from the market check 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.
The announcement sets out a review process rather than an agreement to sell BAS or any other business. The board rejected Ancora’s proposal on the terms submitted, while leaving open a separate examination of selected portfolio parts and the conditions under which separations could be carried out.
H.B. Fuller expects to complete the market check by the end of 2026. Until then, the company’s stated focus is on assessing which less-integral segments or product lines could be separated, what costs and tax effects such moves would involve, and how any transaction proceeds could support debt reduction.
The board’s conclusion rests on both valuation and certainty. Its statement cites the unit’s growth and platform role as reasons the cash offer was insufficient, while pointing to missing details and conditional terms as reasons the proposal did not provide sufficient certainty. Project Quantum Leap is mentioned both as a source of upside for BAS and as a factor in assessing any separation.