H.B. Fuller Company’s board 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 company said.
The rejection followed a thorough review supported by independent financial and legal advisors. The board concluded that the modest increase in the offer price did not adequately capture the value of BAS, including its organic growth momentum, the role the unit plays within H.B. Fuller’s broader platform, and the upside the company sees from Project Quantum Leap.
The board also said the proposal continued to lack key details and that it considered the terms highly conditional. H.B. Fuller did not disclose the specific conditions or the details it said were missing.
H.B. Fuller said its board continues to evaluate opportunities to maximize value for all shareholders. As part of that effort, the company intends to conduct a market check involving selected market segments and product lines that are less integral to its portfolio and strategy. Any proceeds from a transaction would be intended for deleveraging, according to the company.
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 expects to complete the market check by the end of 2026.
The announcement did not identify the segments or product lines that would be included in the market check, nor did it say whether BAS would be part of that review. The statement also did not specify the timing of any sale or the potential size of proceeds.