H.B. Fuller’s board has unanimously rejected Ancora’s second unsolicited, non-binding proposal to acquire the company’s Building Adhesive Solutions (BAS) business for $1.2 billion to $1.4 billion in cash.
The St. Paul, Minnesota-based company said the board reached the decision after a review supported by independent financial and legal advisors. Directors concluded that the modest increase in the offer price did not adequately reflect the BAS business, citing its organic growth momentum, its role within H.B. Fuller’s broader platform and the potential upside from Project Quantum Leap.
The board also said the proposal still lacked key details and therefore remained highly conditional. H.B. Fuller did not disclose the specific conditions or the identity of the advisors.
Separately, the board said it continues to evaluate opportunities to maximize shareholder value. The company plans a market check covering selected market segments and product lines that are less integral to its portfolio and strategy. H.B. Fuller intends to use any proceeds from a transaction toward deleveraging.
As part of that process, the company will assess the feasibility of separating certain segments. The review is expected to consider stranded costs, tax implications, dis-synergies and the effect on execution of Project Quantum Leap. H.B. Fuller expects to complete the market check by the end of 2026.
The announcement does not indicate that a sale of BAS or any other business has been agreed. The rejection concerns a non-binding proposal, and the planned market check is a separate review whose outcome remains uncertain.