Why did H.B. Fuller's board unanimously reject Ancora's $1.1–$1.2 billion proposal to acquire the Building Adhesives Solutions (BAS) unit?

H.B. Fuller's board rejected Ancora's proposal because it found the offer 'significantly' undervalued the BAS business and determined that a carve-out would cause 'significant dis-synergies,' as the BAS unit shares operations with other businesses across thirty plants. The company emphasized that BAS is a key earnings driver—posting 6% year-over-year organic sales growth and a 10% EBITDA improvement in Q2—and expects further growth from data center buildout. Additionally, the board affirmed its confidence in integrating the Advanced Medical Solutions Group (AMS) acquisition while targeting an adjusted EBITDA margin above 20% and deleveraging to 2.5x–3.0x within two years.

What were Ancora's main arguments in favor of selling the BAS unit, and how did it respond to the rejection?

Ancora argued that divesting BAS would accelerate deleveraging, allow management to focus on integrating the AMS acquisition and executing cost initiatives, and simplify H.B. Fuller’s portfolio by exiting a 'lower-margin business in a fragmented market' to concentrate on higher-growth, higher-margin specialty adhesives. It also claimed the all-cash sale would 'solidify a potential indefinite end to [its] public activism.' After the unanimous rejection, Ancora reaffirmed its offer, calling the board's dismissal 'baffling,' questioned the credibility of H.B. Fuller’s post-AMS cash flow and deleveraging projections—citing a five-year average free-cash-flow conversion rate of just 28.1%—and stated it would increase its bid if due diligence confirmed BAS was worth more. Ancora concluded that to avoid a prolonged public campaign, the board must either install 'capable leadership' or initiate a 'credible review of strategic alternatives.'

H.B. Fuller Board Unanimously Rejects Ancora’s Proposal to Acquire BAS Unit

Aug 25, 2026

H.B. Fuller's board rejected Ancora Holdings' $1.1-1.2 billion offer for its building adhesives solutions (BAS) unit, citing undervaluation. The company plans to integrate its AMS acquisition while maintaining confidence in BAS's future earnings growth.

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