H.B. Fuller's board of directors has unanimously rejected Ancora's second unsolicited, non-binding proposal 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, the company said.
Board's reasoning
- The modest increase in the offer price does 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 proposal continued to lack key details, leading the board to conclude that the terms are highly conditional.
The board said it continues to evaluate all opportunities to maximize value for shareholders.
Market check planned
As part of that effort, H.B. Fuller will conduct a market check covering select market segments and product lines that are less integral to its portfolio and strategy, with the intention of directing any proceeds 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. It expects to complete the market check by the end of 2026.
