Ancora Holdings Group has raised its offer to acquire HB Fuller’s Building Adhesive Solutions (BAS) segment to as much as $1.4 billion, escalating its campaign for the industrial adhesives business after the company rejected its earlier proposal.

 

The activist investment firm said it is offering between $1.2 billion and $1.4 billion in cash, up from its August proposal of $1.1 billion to $1.2 billion. Ancora also said it has secured a “highly confident” letter from Fortress Investment Group regarding the debt financing needed to fund the acquisition.

 

The new proposal comes after HB Fuller shares fell more than 17% following the company’s rejection of Ancora’s initial bid, according to Ancora. Its board rejected the earlier offer on Aug. 24, saying it “materially undervalue[d]” the BAS segment, according to Ancora’s letter.

 

Ancora is now putting more money on the table while pressing HB Fuller’s independent directors to negotiate a deal.

 

“We hope that CFO John Corkrean’s comments on the recent third-quarter earnings call that dis-synergy concerns can be overcome “depending on the potential valuation of a sale of an asset” are indicative of a change in receptiveness in pursuing a win-win deal for the Company, its shareholders and us.”

 

Ancora said its revised offer values BAS at 8.5x to 9.9x trailing-12-month EBITDA, or roughly 9.0x estimated 2026 EBITDA. By comparison, Ancora said HB Fuller as a whole currently trades at 7.0x 2026 EBITDA.

 

The proposed BAS transaction would represent roughly 50% of HB Fuller’s current equity value, while the segment accounts for about 20% of the company’s consolidated revenue, Ancora said.

 

The firm argues that selling BAS would give HB Fuller a faster route to reducing leverage. Ancora estimates the company’s leverage at roughly 4.0x and described its balance sheet as its most pressing concern, citing HB Fuller’s exposure to variable-rate debt.

 

Ancora also pushed back against HB Fuller’s previous concerns about the potential costs and operational challenges of separating BAS.

 

“We also believe the Company’s commentary regarding the dis-synergies and challenges of separating the BAS segment is completely unfounded based on diligence with our advisors and operating partners, who include former members of HB Fuller management.”

 

The enhanced proposal is subject to board and any required shareholder approvals, regulatory clearances, confirmatory due diligence and execution of a definitive agreement.

 

Ancora said the Fortress financing letter strengthens its ability to fund the transaction and that it would not expect a final agreement to contain a financing contingency.

 

The firm said it is prepared to begin due diligence and negotiate definitive agreements “in short order.”

 

Ancora also left the door open to raising its offer if due diligence reveals additional value in BAS.

 

“If upon further due diligence, we become aware of some component or aspect of the business and its prospects that evidences additional value inherent in BAS, we are prepared to adjust our proposed price to reflect this new information.”

 

The latest proposal marks another step in an increasingly public standoff between Ancora and H.B. Fuller over the company’s strategy, leverage and valuation.

 

Ancora is now asking HB Fuller’s independent directors to engage directly on the revised offer and says it wants to move away from the public dispute toward negotiations.

 

“Every shareholder is disappointed right now, but we will put aside our past differences and help you start a new chapter of value creation without the overhang distraction.”