H.B. Fuller Rejects Ancora's $1.2 Billion Offer for Building Adhesives Business

01:47 PM EDT, 08/24/2026 (MT Newswires) -- H.B. Fuller (FUL) has rejected Ancora's unsolicited offer to acquire the company's building adhesives solutions business for up to $1.2 billion, saying the proposal "significantly undervalues" the unit. Earlier this month, Ancora -- a "meaningful" shareholder in the adhesives and specialty chemicals manufacturer -- publicly unveiled its proposal to purchase the building adhesives segment for between $1.1 billion and $1.2 billion in cash. At the time, the firm said it first reached out to H.B. Fuller's leadership team privately in July to express interest in a "carve-out" transaction involving the unit, but didn't receive a "substantive" response. Ancora's bid "significantly undervalues" the business, ignores its future growth prospects, and lacks the key details needed to ensure the transaction materializes, H.B. Fuller Chair Teresa Rasmussen said in a letter to Ancora Holdings Chief Executive Fredrick DiSanto and Ancora Alternatives President James Chadwick. "As key construction end markets recover and benefit from tailwinds such as the data center buildout, we expect (building adhesives solutions) to be a significant driver of earnings moving forward," Rasmussen wrote in the letter published Monday. H.B. Fuller shares were down 1% in afternoon trade. "By irrationally rejecting an offer without any engagement, (H.B. Fuller CEO Celeste Mastin) and her value-destructive staggered board have reinforced their proclivity for entrenchment," Chadwick said in a statement e-mailed to MT Newswires. "Anybody with a pulse can infer from Ancora's offer letter that the firm can self-finance, increase its offer and move quickly to address the company's leverage crisis." Engine Capital -- another H.B. Fuller shareholder-- said earlier this month that Ancora's offer for the building adhesives business was a "positive development" and urged the company's board to engage with it "seriously." Rasmussen said Monday the group regularly reviews its portfolio to maximize shareholder value and will continue to do so. "The company's focus today is on closing and integrating the acquisition of (Advanced Medical Solutions), continuing to advance project quantum leap, and executing ongoing initiatives to drive commercial and manufacturing excellence," Rasmussen wrote in the letter. "H.B. Fuller's board is confident that the company's management team is well positioned to advance these actions, which will meaningfully enhance portfolio mix." The rejection of Ancora's offer by H.B. Fuller's board looks like "an escalation rather than a resolution," Wedbush Securities said. "Calling the bid 'irrational' while offering no counterproposal leaves Ancora's entrenchment narrative unrebutted and keeps overhang risk elevated into (the second half of 2026)," the brokerage said in a note to clients. In June, H.B. Fuller offered to acquire Advanced Medical Solutions for an enterprise value of 715 million British pounds ($974.5 million). The British medical supplier's shareholders approved the transaction earlier this month. Price: 58.21, Change: -0.49, Percent Change: -0.83