Why does Ancora oppose H.B. Fuller's acquisition of AMS, and what specific financial concern does it raise about the deal?

Ancora opposes the acquisition because it believes the deal would undermine H.B. Fuller’s stated commitment to deleveraging—specifically, it would push the company’s net debt-to-EBITDA ratio above 4.0x, violating the 2.5x–3.0x target reaffirmed on the first-quarter 2026 earnings call—and because it views the transaction as an 'extremely risky, quasi-transformational' move into an unfamiliar international medical market where H.B. Fuller lacks product, market, or regulatory experience, especially amid geopolitical volatility and supply chain disruptions.

What alternative strategy does Ancora propose to H.B. Fuller’s board, and how does it justify that recommendation?

Ancora urges the board to abandon the AMS acquisition and instead conduct a 'full review of strategic alternatives,' including evaluating a sale of all or parts of the business, while prioritizing deleveraging; it justifies this by asserting that management has been 'misleading' shareholders by abandoning its deleveraging-first focus, that the proposed acquisition appears to be a 'de facto poison pill' and 'thinly veiled entrenchment maneuver,' and that H.B. Fuller trades at a 'meaningful discount' to intrinsic value—making such capital allocation indefensible without first exploring value-maximizing options.

Activist Investor Ancora Opposes H.B. Fuller’s Acquisition of AMS

May 27, 2026

Activist investor Ancora urges H.B. Fuller to halt its acquisition of Advanced Medical Solutions Group due to leverage concerns. H.B. Fuller defends its M&A strategy and commitment to deleveraging while negotiating with shareholders.

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2026-05-27

Activist Investor Ancora Opposes H.B. Fuller’s Acquisition of AMS

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