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H.B. Fuller Board Unanimously Rejects Unsolicited Proposal from Ancora

businesswire.com
FUL The company's board unanimously rejected an unsolicited acquisition proposal, stating it undervalues the business and ignores its growth prospects. The company is focused on its own strategic initiatives and believes management is well-positioned to create shareholder value.

H.B. Fuller Board Unanimously Rejects Unsolicited Proposal from Ancora ST. PAUL, Minn.--( BUSINESS WIRE)--H.B. Fuller Company (“H.B. Fuller” or “the Company”) (NYSE: FUL), the world’s largest pureplay adhesives company, today announced that, following a thorough review supported by independent financial and legal advisors, its Board of Directors has unanimously rejected Ancora’s unsolicited, non-binding proposal to acquire its Building Adhesives Solutions (“BAS”) business.

The full text of H.B. Fuller’s Board's response letter is set forth below.

Dear Fredrick and Jim,

H.B. Fuller’s Board of Directors has carefully evaluated Ancora’s proposal to purchase the BAS business segment with the support of our independent financial and legal advisors. After careful consideration, the Board has determined that the proposal materially undervalues the BAS business, ignores its prospects for future growth and value creation, fails to appreciate the importance of this segment to our leading pure play adhesives platform, and lacks key details needed to demonstrate Ancora’s ability to execute any such transaction.

In reviewing the proposal, our Board concluded the following:

The Company’s focus today is on closing and integrating the acquisition of AMS, continuing to advance Project Quantum Leap, and executing ongoing initiatives to drive commercial and manufacturing excellence. H.B. Fuller’s Board is confident that the Company’s management team is well positioned to advance these actions, which will meaningfully enhance portfolio mix, accelerate the path to achieving greater than 20% adjusted EBITDA margin, and create sustainable value for shareholders over the near- and long-term.

H.B. Fuller’s Board is always open to opportunities to enhance shareholder value. We regularly review the Company’s portfolio with an emphasis on maximizing shareholder value, and we will continue to evaluate the entire company as well as individual business units through this lens.

Sincerely,

Teresa J. Rasmussen

Chair of the Board

On behalf of the Board of Directors

About H.B. Fuller

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.