Summary of Tender Offer Acquisition Rules (Including Operational Procedures)

Tender Offer Price The tender offer price must not be lower than the highest price paid by the acquirer for such shares within the six months preceding the publication of the preliminary announcement of the tender offer. If the tender offer price is lower than the arithmetic average of the daily weighted average prices of such shares over the 30 trading days preceding the preliminary announcement, the financial advisor engaged by the acquirer must analyze the share trading activity over the prior six months, addressing issues including whether the share price has been manipulated, whether the acquirer has any undisclosed persons acting in concert, whether there exist other payment arrangements related to the acquirer’s acquisition of the company’s shares within the past six months, and the reasonableness of the tender offer price. Payment Methods The acquirer may pay the acquisition price for the listed company using cash, securities, or a combination thereof, provided such methods comply with applicable laws and regulations. Where securities are used as consideration, the acquirer must provide audited financial statements of the issuing entity for the past three years and a securities valuation report, and must cooperate fully with the independent financial advisor engaged by the target company in its due diligence work. Where exchange-listed bonds traded on a securities exchange are used as consideration, such bonds must remain eligible for listing and trading for at least one month. Where unlisted securities are used as consideration, the acquirer must simultaneously offer a cash alternative to shareholders of the target company and must disclose in detail the custody arrangements and the procedures for delivering such securities to the target company’s shareholders. Due Diligence The financial advisor engaged by the acquirer must conduct thorough due diligence on the acquirer’s capacity and funding sources for paying the acquisition price, disclosing in detail the process and basis of its verification, and explaining whether the acquirer possesses the capability to carry out the tender offer. Arrangements Guaranteeing Performance (at least one required) — Where cash is used to pay the acquisition price, no less than 20% of the total acquisition price must be deposited as a performance guarantee with a bank designated by the securities depository and clearing institution. — Where exchange-listed securities are used to pay the acquisition price, all such securities intended for payment must be placed in custody with the securities depository and clearing institution, except where newly issued shares of the target company are used. — A bank issues a letter of guarantee covering the full amount required for the tender offer. — The financial advisor issues a written commitment assuming joint and several liability, explicitly stating that it will make the payment if the acquirer fails to pay the acquisition price upon expiration of the tender period. Requirements for Directors Directors of the target company may not resign. Requirements for the Target Company From the date of the preliminary announcement until completion of the tender offer, the target company may continue only normal business operations or implement resolutions already adopted by its shareholders’ meeting. Without prior approval from the shareholders’ meeting, the board of directors of the target company may not adopt measures—including disposal of corporate assets, external investments, adjustment of core business operations, provision of guarantees, or loans—that would materially affect the company’s assets, liabilities, equity, or operating results. Lock-up Period 1. Shares acquired in the tender offer may not be transferred for 18 months following completion of the acquisition. 2. Transfers of shares held by the acquirer in the target company among different entities under the same ultimate controlling party are exempt from the above 18-month restriction; however, such transfers must still comply with relevant provisions governing exemption from the obligation to launch a tender offer. III. Tender Offer Acquisition Operational Flowchart IV. Exemption from Tender Offer Requirements Exemption from Tender Offer Requirements Circumstances Permitting Exemption from the Obligation to Launch a Tender Offer to Increase Shareholding 1. The acquirer and the transferor can demonstrate that the share transfer occurs between different entities under the same ultimate controlling party and does not result in any change in the ultimate controlling party of the listed company.

Corporate Finance (VIII): Mergers and Acquisitions

Introduction A corporate takeover is a transaction that transfers ownership of a firm from one group of investors to another, typically with the objective of introducing significant changes to 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 some portion of its assets. Corporate takeovers can be classified as follows: \text{Corporate Takeovers} \left\{ \begin{array}{l} \text{Acquisitions} \left\{ \begin{array}{l} \text{Asset acquisitions} \\ \text{Mergers} \end{array} \right. \\ \text{(Friendly or hostile) tender offers for shares} \\ \text{Proxy contests}^{a} \\ \text{Going-private transactions}^{b} \end{array} \right. ^{a}\text{Opposition investors solicit proxy voting rights to gain control.} ^{b}\text{All shares are purchased, and the company is delisted from the stock exchange.} Tender offers made directly to shareholders are commonly employed to overcome managerial resistance. 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 tendered (i.e., volume reaches a certain threshold). • Restricted: The bidder is under no obligation to purchase more than a pre-specified quantity of shares (i.e., the bidder sets an upper limit on the number of shares it will acquire). Note: An “any-or-all” offer is both unconditional and unrestricted. \begin{array}{c|c|c} \text{Type}& \text{Minimum Quantity Requirement} &\text{Maximum Purchase Cap}\\ \hline \text{Conditional} & \text{Yes} &\text{Not necessarily}\\ \text{Unconditional} & \text{No} & \text{Not necessarily}\\ \text{Restricted} &\text{Not necessarily} & \text{Yes}\\ \text{Unrestricted} & \text{Not necessarily} &\text{No}\\ \text{Any-or-All} & \text{No} &\text{No} \end{array} Corporate takeovers have triggered major restructurings across many industries, and their social desirability remains a subject of ongoing debate. Corporate takeovers are intellectually fascinating both conceptually and empirically. They constitute a key transaction in the market for corporate control.

H.B. Fuller Board Rejects Unsolicited Bid

Aug 24, 2026

H.B. Fuller's board unanimously rejected an unsolicited acquisition proposal from Ancora for its Building Adhesives Solutions business, citing undervaluation. The company will continue its strategic agenda, including Advanced Medical Solutions integration and Project Quantum Leap restructuring.

European Coatings

2026-04-08

H.B. Fuller CEO Purchases $295,103.60 in Stock

2026-04-10

H.B. Fuller President Acquires Additional 14% Stake

2026-04-12

H.B. Fuller Receives Moderate Buy Consensus from Analysts

2026-04-12

Does H.B. Fuller (FUL) CEO Share Buying Clarify or Complicate Its Margin-Focused Investment Narrative?

2026-04-14

H.B. Fuller VP Receives Phantom Units and Discloses Option, RSU Holdings