H.B. Fuller Company said its board of directors unanimously rejected a second unsolicited, non-binding proposal from Ancora 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 thorough review supported by independent financial and legal advisers. It concluded that the modest increase in the offer price did not adequately capture the value of BAS, including the unit's organic growth momentum, its role within H.B. Fuller's broader platform and the upside the company sees from Project Quantum Leap.
The board also found that the proposal continued to lack key details and concluded that its terms were highly conditional.
H.B. Fuller said its board continues to evaluate all opportunities to maximize value for shareholders. As part of that effort, the company will conduct a market check covering selected market segments and product lines that are less integral to its portfolio and strategy. It intends to use any proceeds from the process toward deleveraging.
In assessing possible separations, the company said it would carefully consider feasibility, including 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.