Ancora Holdings Group has submitted a proposal to acquire H.B. Fuller Company’s Building Adhesive Solutions segment for $1.1 billion to $1.2 billion in cash, deepening the investment firm’s ongoing engagement with the specialty chemicals and adhesives company.
Ancora, which manages approximately $11.7 billion in assets and is a meaningful H.B. Fuller shareholder, said it initially approached H.B. Fuller privately on July 7, 2026, about a potential carve-out of the Building Adhesive Solutions, or BAS, business.
After saying it did not receive a substantive response from H.B. Fuller leadership, Ancora made the proposal public in a letter addressed to the company’s board.
Under the proposed transaction, Ancora would acquire BAS entirely for cash. The investment firm said it believes the transaction could help H.B. Fuller accelerate its stated deleveraging plans while allowing management to concentrate more closely on integrating Advanced Medical Solutions and continuing the company’s Project Quantum Leap initiative.
Ancora also argues that divesting BAS would allow H.B. Fuller to exit a lower-margin business operating in a fragmented market.
The proposal comes amid Ancora’s criticism of H.B. Fuller’s pending acquisition of Advanced Medical Solutions. Ancora said it attempted to engage with H.B. Fuller before the AMS agreement was finalized and has continued pushing the company to consider strategic alternatives that it believes could improve shareholder value.
Ancora said its proposed $1.1 billion to $1.2 billion valuation represents an attractive purchase multiple for the BAS business.
The firm believes its familiarity with the segment and experience across industrial and specialty chemicals businesses would allow it to conduct a relatively limited confirmatory due diligence process.
Ancora said it is prepared to immediately enter into a confidentiality agreement with H.B. Fuller and begin diligence.
The proposed acquisition would be subject to approval by H.B. Fuller’s board and any required shareholder approvals, governmental and third-party clearances, completion of confirmatory due diligence, and negotiation of definitive transaction documentation.
Ancora said it is highly confident it can obtain any financing required to complete the transaction. However, the firm said the proposal would not include a financing contingency because it believes it already has sufficient financial resources to consummate the acquisition.
The investment firm also indicated that the $1.1 billion to $1.2 billion range is based entirely on publicly available information.
If due diligence identifies additional value within the BAS business, Ancora said it would be prepared to increase the proposed purchase price accordingly.
Ancora’s legal advisor Olshan Frome Wolosky and its operating partners are prepared to begin diligence and negotiations, according to the letter.
The current proposal remains a non-binding expression of interest and does not create obligations for either Ancora or H.B. Fuller unless the parties ultimately execute a definitive agreement.
Ancora can also withdraw or modify its proposal.
In making the proposal public, Ancora is seeking a direct response from H.B. Fuller’s independent directors about whether the company is willing to explore a sale of BAS.
The firm framed the proposed carve-out as a potential alternative to a prolonged activist campaign and said it would prefer to work collaboratively with H.B. Fuller on a transaction it believes could benefit shareholders.
KEY QUOTES:
“Given the aforementioned factors and our view that shareholders would be very supportive of this type of transaction, we are formally proposing that Ancora acquire the Company’s BAS segment for between $1.1 billion and $1.2 billion in cash.”
“We also believe our proposal carries an attractive purchase multiple. Given our familiarity with the BAS segment and experience in the sector, we would only require a customary due diligence window. We are prepared to immediately enter into a confidentiality agreement to commence and carry out this diligence.”
“Ancora is highly confident it has the ability to secure necessary financing. Regardless, Ancora believes it has the financial wherewithal to consummate the Acquisition; accordingly, the Acquisition would not be subject to any financing contingency.”
“We, together with our legal advisors Olshan Frome Wolosky LLP and operating partners, are ready to conduct the due diligence required, negotiate and prepare definitive documentation, and finalize and enter into binding agreements, including, without limitation, any required financing commitments, in short order.”
“If upon further due diligence, we become aware of some component or aspect of the business and its prospects that evidences additional value inherent in BAS, we are prepared to adjust our proposed price to reflect this new information.”
“Rather than running a multi-year campaign to remove and replace several of you due to chronic underperformance, we hope to begin working together to deliver a truly win-win transaction for H.B. Fuller and its shareholders.”
Fredrick D. DiSanto, Chairman and CEO of Ancora Holdings Group, and James Chadwick, President of Ancora Alternatives
