Believes the Board Should Seriously Engage with Ancora’s Proposal and Compare a Potential BAS Divestiture Against a Sale of the Entire Company to Determine the Value-Maximizing Path for All Shareholders
Asserts That the Company’s Status Quo Carries Significant Operational and Financial Risks with Management Simultaneously Focusing on the Integration of AMS, an Accelerated Deleveraging Plan and Project Quantum Leap Restructuring Program
Engine Capital LP (together with its affiliates, "Engine" or "we"), which owns approximately 2% of the outstanding shares of common stock of H.B. Fuller Company (NYSE:FUL) ("H.B. Fuller" or the "Company"), today released the following letter sent to the Company’s Board of Directors.
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August 14, 2026
H.B. Fuller Company
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
Attention: The Board of Directors
Members of the Board of Directors (the "Board"),
Engine Capital LP (together with its affiliates, "Engine" or "we") is a meaningful shareholder of H.B. Fuller Company ("H.B. Fuller" or the "Company"), with ownership of approximately 2% of the Company’s outstanding shares. We invested in H.B. Fuller because of its position as the world’s largest pure-play adhesives company, the resilience and recurring nature of its end markets, the opportunity to continue improving profitability, and our belief that the Company’s shares trade at a meaningful discount to intrinsic value.
As you know, on June 10, 2026, we privately wrote to the Board to convey our significant concerns regarding H.B. Fuller's potential acquisition of Advanced Medical Solutions Group plc ("AMS"). Those concerns included: (i) the significant multiple implied by the Company's offer (~15.5x 2026 Non-US GAAP EBITDA), well in excess of H.B. Fuller's own trading multiple (~8x 2026 EBITDA); (ii) the substantial execution risk of undertaking a large, cross-border integration at a time when management's focus should be on improving the existing business through Project Quantum Leap; (iii) the significant leverage H.B. Fuller would assume to complete the acquisition, increasing net leverage to around 4x; and (iv) our belief that shareholders would be better served by deploying that capital toward repurchasing shares of H.B. Fuller, a high-quality business trading at a significant discount to intrinsic value.
Despite our concerns and those voiced by other shareholders, the Board approved the AMS transaction, announcing it alongside the Company's Q2 results. The stock fell approximately 11% over the following five trading days, notwithstanding a strong quarter and a full-year EBITDA and EPS guidance increase, as investors focused on the high multiple paid for AMS, the elevated leverage, and the integration risk rather than on the quarter’s operating results. Had the AMS transaction not been announced, we believe the market's reaction to the Q2 results alone would have driven the stock meaningfully higher, rather than lower.
We are writing today regarding Ancora Holdings Group, LLC’s ("Ancora") August 12, 2026 proposal to acquire the Company’s Building Adhesive Solutions ("BAS") business for between $1.1 billion and $1.2 billion in cash. We understand Ancora privately approached President and CEO Celeste Mastin and Board Chair Teresa Rasmussen about this proposal on July 7, 2026 and, having received no substantive response over the following five weeks, subsequently made its interest public.
We believe Ancora’s proposal is a positive development, and we believe the Board should engage with it seriously. However, we believe it would be a mistake for the Board to evaluate this proposal in isolation. Given the large gap between H.B. Fuller’s public market valuation and the value of its underlying assets, we believe the Board owes it to shareholders to run two parallel processes: (i) a genuine market check for BAS, to test whether Ancora’s offer (or a higher bid from another party) represents full and fair value for that business, and (ii) a market check for the Company as a whole, so that the Board can compare a BAS sale plus standalone path against a sale of the entire Company on an apples-to-apples basis.
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