H.B. Fuller, Ancora raises offer for Building Adhesive Solutions business

Ancora Holdings Group has increased its offer to acquire H.B. Fuller’s Building Adhesive Solutions (BAS) segment, proposing between $1.2 billion and $1.4 billion in cash.

The revised proposal follows an earlier offer submitted by Ancora on August 12, 2026, which valued the BAS business at between $1.1 billion and $1.2 billion. H.B. Fuller’s board rejected that proposal on August 24, arguing that it materially undervalued the segment.

Ancora has now returned with a higher offer, while also highlighting new financial backing for the proposed transaction.

An offer worth almost half of H.B. Fuller’s equity value

According to Ancora, the revised proposal values BAS at 8.5 to 9.9 times trailing-twelve-month EBITDA, or approximately 9 times the segment’s estimated 2026 EBITDA.

By comparison, Ancora estimates that H.B. Fuller as a whole is currently trading at around 7 times 2026 EBITDA.

The proposed transaction would represent approximately 50% of H.B. Fuller’s current equity value, despite BAS accounting for around 20% of the company’s consolidated revenue, according to Ancora.

The renewed proposal also comes after a significant decline in H.B. Fuller’s share price. Ancora points out that the company’s shares have fallen by more than 17% since the board rejected its initial offer in August.

Leverage at the center of the dispute

Ancora’s case for the sale of BAS is largely based on H.B. Fuller’s financial position.

The investment firm estimates that H.B. Fuller currently has leverage of approximately 4.0 times, which it considers a key concern given the company’s relatively high proportion of variable-rate debt and the current interest-rate environment.

Ancora also points to the financing associated with H.B. Fuller’s acquisition of Advanced Medical Solutions, which it says has further increased the company’s exposure to balance-sheet risk.

In Ancora’s view, selling BAS would provide H.B. Fuller with an efficient way to accelerate debt reduction and strengthen its balance sheet.

Dis-synergies remain a key issue

The potential costs and operational challenges associated with separating BAS from the rest of H.B. Fuller remain one of the main points of disagreement between the two sides.

H.B. Fuller has previously highlighted potential dis-synergies and other challenges that could arise from separating the business. Ancora disputes those concerns, saying that its work with advisers and operating partners, including former H.B. Fuller executives, has not identified obstacles that would prevent a transaction.

The investment firm also points to comments made by H.B. Fuller CFO John Corkrean during the company’s third-quarter earnings call. Ancora interprets Corkrean’s remarks that dis-synergy concerns could be overcome depending on the valuation of an asset sale as a possible indication that the company may be more receptive to a transaction.

Fortress provides financing support

The revised proposal is also backed by Fortress Investment Group, which has provided Ancora with a “highly confident” letter regarding its ability to provide the debt financing required for the acquisition.

Ancora says it is highly confident that the necessary financing can be secured and adds that it believes it has sufficient financial resources to complete the transaction.

The firm therefore does not expect a definitive agreement to include a financing contingency.

Next steps

The proposal remains subject to a number of conditions, including the required board and shareholder approvals, regulatory and third-party consents, completion of confirmatory due diligence and the negotiation and execution of a definitive transaction agreement.

Ancora says it is ready to begin due diligence and negotiations promptly, with the support of legal adviser Olshan Frome Wolosky LLP and its operating partners.

The firm also stresses that its current valuation is based entirely on publicly available information. If further due diligence identifies additional value within BAS, Ancora says it would be prepared to adjust its proposed price accordingly.

A new chapter in the BAS dispute

Ancora has asked the independent members of H.B. Fuller’s board to engage directly on the increased proposal.

The investment firm argues that a negotiated transaction would be preferable to continued public disagreement and maintains that the sale of BAS could help H.B. Fuller reduce leverage while creating value for shareholders.

For now, however, the proposal remains an expression of interest rather than a binding agreement. The future of H.B. Fuller’s Building Adhesive Solutions business therefore remains unresolved.

Industry professionals will meet at ABS Europe 2026 – Adhesives Bonding & Sealants, the first event dedicated to adhesives, glues, sealants, foams, tapes, resins, coatings, laminates and films in Italy and the Mediterranean region, taking place from October 27 to 29, 2026, at Vicenza Exhibition Center.