M&A is a pathway for enterprises to achieve rapid growth.

I have worked in the adhesives industry for 30 years, experiencing entrepreneurship, corporate development, listing, and M&A processes—giving me comprehensive expertise in this sector. I authored the book *Stories from the Adhesives Industry: Observations and Experiences over 30 Years*, which includes an article specifically examining how Henkel became the world’s leading adhesive manufacturer. Before the 1980s, Henkel was relatively unknown in the adhesives field. In 1995, it acquired German company Teroson; in 1997, it acquired U.S.-based Loctite. These acquisitions secured Henkel’s international presence in engineering adhesives and sealants, propelling it to become the world’s largest adhesive product manufacturer. In 2008, Henkel further acquired the adhesives business of U.S. National Starch, decisively outpacing its competitors and solidifying its position as the undisputed global leader in adhesives. Since 2010, U.S.-based H.B. Fuller has also accelerated its M&A strategy. In 2011, it acquired Swiss company Forbo, eliminating a strong competitor. In June 2014, H.B. Fuller signed an acquisition agreement with Beijing TianShan Chemical Co., Ltd., aiming to enter new markets and expand into the engineering adhesives segment. In 2016, it acquired U.S.-based Cyberbond; in 2017, it acquired U.S.-based Royal Adhesives & Sealants—further strengthening its leadership in engineering adhesives. Through this series of acquisitions, H.B. Fuller has become the world’s second-largest adhesive company. Both Henkel and H.B. Fuller are century-old enterprises that continue pursuing growth through M&A and innovation—successfully achieving the No. 1 and No. 2 global positions in the adhesives industry via strategic acquisitions and integration. As one of the founders of Beijing TianShan, since 2013 I have led and participated in the entire process of H.B. Fuller’s acquisition of Beijing TianShan—including negotiations, due diligence, closing, and post-merger integration—gaining substantial insights over more than five years. M&A represents purposeful expansion: it may aim to eliminate competitors or to enter new markets. To strengthen competitive advantages, an M&A strategy is indispensable—but many M&As fail.

Corporate Finance (VIII): Mergers and Acquisitions

Introduction A corporate takeover is a transaction transferring ownership of a firm from one group of investors to another, typically intended to introduce significant changes in management and operations. The bidder—or raider—seeks control of the target company. Bidders usually exchange cash, equity, or other securities for shares of the target company—or for part of its assets. Takeovers can be classified as follows: Tender offers—direct purchases of shares from shareholders—commonly used to overcome managerial opposition. Such offers may be conditional or unconditional, and restricted or unrestricted: ・ Conditional: The offer is not binding unless a pre-specified minimum number of shares is accepted and sold (i.e., a volume threshold is met). ・ Restricted: The bidder is under no obligation to purchase more than a pre-specified number of shares (i.e., the bidder sets a maximum quantity upfront). Note: An “any-or-all” offer is both unconditional and unrestricted. Takeovers have triggered major restructurings across numerous industries, and their social desirability remains a subject of contentious debate. Conceptually and empirically, takeovers are highly intriguing—they constitute a pivotal transaction in the market for corporate control. Stylized Facts (Hirshleifer, 1995) 1. Target company shareholders earn positive abnormal returns upon announcement of a takeover—and receive higher premiums in successful takeovers. 2. Bidder company shareholders, on average, earn zero abnormal returns at announcement, meaning they often incur losses. 3. The combined market value of bidder and target firms rises, on average. 4. Uncertainty regarding success or failure of tender offers is high. Success correlates positively with bid premium and the bidder’s initial stake (“toehold”). 5. If the target ultimately avoids acquisition by any other bidder, the abnormal stock return observed during a failed tender offer tends to vanish on average. 6. Multiple bidders competing for the same target generate higher abnormal returns for the target’s stock. 7. Markets react negatively, on average, to greenmail (payments made to potential bidders to deter hostile takeover attempts) and other defensive measures—including anti-takeover charter amendments, poison pills, and defensive restructurings. 8. Bidding activity typically features a few large, discrete jumps in offer price. Prior to formal bidding, bidders usually accumulate only small ownership stakes. 9. Higher acquisition premiums occur when target management holds larger equity stakes in the target—and when the target’s leverage ratio is higher. 10. Takeover activity occurs in waves and varies significantly across industries and countries. 11. Extensive regulation affects takeover transactions—for example, prohibitions on secret share purchases, restrictions on and disclosure requirements for inducement strategies, and support for defensive measures. Nonetheless, takeovers remain highly prevalent—especially in the UK and the U.S. Motivations for Corporate Takeovers Technological gains: economies of scale, economies of scope (complementary resources), and vertical integration efficiencies.

H.B. Fuller Board Rejects Ancora's $1.2–$1.4B BAS Offer, Launches Market Check to Deleverage

Oct 19, 2026

H.B. Fuller's board unanimously rejected Ancora's unsolicited $1.2–$1.4 billion bid for its Building Adhesive Solutions business, citing undervaluation. The company will conduct a market check of select non-core segments by year-end 2026 to facilitate deleveraging.

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