H.B. Fuller Company said its board of directors unanimously rejected a second unsolicited, non-binding proposal from Ancora to acquire its Building Adhesive Solutions (BAS) business for between $1.2 billion and $1.4 billion in cash.
The St. Paul, Minnesota-based company said the board's review was supported by independent financial and legal advisors. The board determined that the modest increase in the offer price did not adequately capture the value of BAS. It cited the unit's organic growth momentum, the significant role it plays within H.B. Fuller's broader platform, and the upside inherent in the business from Project Quantum Leap.
The board also said the offer continued to lack key details, leading it to conclude that the terms were highly conditional.
Market check planned
H.B. Fuller said its board continues to evaluate all opportunities to maximize value for all shareholders. To that end, the company has decided to conduct a market check involving selected market segments and product lines that are less integral to its portfolio and strategy. The company intends to use any proceeds from the process toward deleveraging.
As part of the market check, H.B. Fuller said it will carefully consider the feasibility of separating certain market segments. The review will include stranded costs, tax implications, dis-synergies and the impact on execution of Project Quantum Leap.
Timeline
The company expects to complete the market check by the end of 2026. The company did not specify which segments or product lines would be included.