H.B. Fuller (FUL) Tells Ancora its $1.2 Billion Offer isn’t Enough

H.B. Fuller (FUL) Tells Ancora its $1.2 Billion Offer isn’t Enough

Fatima Gulzar

Sun, September 6, 2026 at 11:46 PM GMT+3 4 min read

• FUL +0.41%
• AMS.L 0.00%

Reuters reported that H.B. Fuller Company (NYSE:FUL) said its board unanimously rejected activist investor Ancora Holdings Group's unsolicited proposal to acquire its Building Adhesives Solutions (BAS) business for between $1.1 billion and $1.2 billion.

The board said the offer "significantly undervalues" BAS, is "substantially below precedent transactions," and ignores the unit's growth prospects, according to the company's statement. H.B. Fuller noted BAS delivered 6% organic growth year over year in the second quarter and said a carve-out would create "significant dis-synergies" since BAS shares manufacturing operations with the company's other businesses across more than 30 plants worldwide. The board also said Ancora's proposal "lacks key details needed to demonstrate" its ability to execute the deal. Ancora's activist campaign against H.B. Fuller began in May, initially opposing the company's acquisition of UK-based Advanced Medical Solutions Group.

Bull Case

H.B. Fuller Company (NYSE:FUL)'s valuation argument has support from BAS's recent performance and growth prospects. BAS delivered 6% organic sales growth and 10% EBITDA growth in the second quarter, while H.B. Fuller expects the business to become a significant earnings driver as construction markets recover and data-center demand grows. Those results give management a credible basis for arguing that Ancora's $1.2 billion offer undervalues the business.

H.B. Fuller also has a legitimate operational argument against separating BAS. The company shares manufacturing operations across more than 30 plants worldwide, and management expects a carve-out to create significant dis-synergies. Keeping BAS within H.B. Fuller could therefore preserve operating efficiencies that a standalone business might lose.

Management also has a clear strategic priority that competes with Ancora's proposal for its attention and capital. H.B. Fuller continues to implement its Advanced Medical Solutions Group acquisition while developing BAS as an important future earnings driver. The company can therefore focus on executing its existing strategy instead of diverting resources toward a major BAS separation.

Bear Case

Ancora's campaign could continue even after H.B. Fuller Company (NYSE:FUL)'s rejection. The activist has moved from criticizing H.B. Fuller's strategy to submitting a specific $1.2 billion proposal for BAS. Ancora could keep pressing the board or seek broader shareholder support. That escalation could keep pressure on management and sustain uncertainty about H.B. Fuller's strategic direction.

H.B. Fuller also needs to prove that BAS can generate more value than Ancora's cash offer. The board argues that Ancora's proposal significantly undervalues the business, but shareholders ultimately need stronger earnings and cash-flow growth to see that additional value shown in the stock. If BAS fails to deliver the growth management expects, investors could question whether rejecting $1.2 billion created value for shareholders.

Rejecting the offer without negotiating also leaves the valuation gap unresolved. Ancora has established a concrete $1.2 billion benchmark for BAS, while H.B. Fuller has not offered shareholders a specific transaction or timetable that would immediately crystallize a higher valuation. Management therefore must demonstrate through operating results that retaining BAS can generate greater shareholder value than selling the unit.

H.B. Fuller must also execute its broader strategy while managing the activist campaign. The firm needs to complete its Advanced Medical Solutions acquisition, improve BAS's performance and respond to Ancora's demands at the same time. Any weakness in the execution or BAS's results could give Ancora more ammunition to argue that H.B. Fuller should change its strategy.

Insider Monkey's Hedge Fund Data

Insider Monkey's database shows H.B. Fuller Company (NYSE:FUL) was held by 28 hedge funds in the second quarter of 2026, up from 23 in the first quarter, with total holdings valued at $196.3 million, a small position showing the company's relatively modest market capitalization. Sherwin-Williams, a larger specialty coatings and adhesives-adjacent peer, was held by 74 funds worth $6.59 billion, up from 73.

Both companies saw hedge fund ownership grow over the period, though H.B. Fuller's fund count rose at a faster percentage pace off a much smaller base.

Conclusion

H.B. Fuller has a strong case for keeping BAS because the unit grows quickly and shares useful operations with the main business. However, Ancora's $1.2 billion offer challenges management to prove its worth. The board must now show that BAS creates more value inside H.B. Fuller than a cash sale offers to shareholders. Until management proves this, the activist campaign will keep dragging down the stock.

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