Ancora Condemns H.B. Fuller’s Decision to Ignore Shareholder Opposition and Proceed with the Reckless Acquisition of Advanced Medical Solutions

Key Terms

levered financial

Levered describes a company, investment or return that includes borrowed money in its capital structure, so debt is being used to amplify potential gains or losses. Like using a lever to lift a heavier object, borrowing can boost returns when things go well but also increases the chance of larger losses, higher interest costs and cash-flow pressure, making a firm riskier and requiring closer scrutiny by investors.

cross-border acquisition financial

A cross-border acquisition is when a company in one country buys a controlling stake or full ownership of a company located in another country. It matters to investors because such deals can change growth prospects, risk exposure and cash flow—like a homeowner buying a property in a new neighborhood that brings potential income, different rules and extra upkeep costs—so the transaction can materially affect future revenue, profit and share value.

poison pill financial

A poison pill is a defensive tactic a company’s board adopts to make an unwanted takeover much more costly or difficult, typically by allowing existing shareholders (but not the bidder) to buy additional shares or triggering dilution once a single buyer crosses a ownership threshold. For investors, it matters because it can protect a company’s long‑term plans and raise the price a bidder must pay, but it can also block or delay takeovers that might deliver a premium to shareholders.

staggered board structure regulatory

A staggered board structure divides a company’s board of directors into groups that are elected in different years so only a portion of directors can be replaced at any one annual meeting. Like a team that refreshes a few players each season instead of replacing the whole roster, it provides continuity and makes sudden changes in control or hostile takeovers harder. Investors care because it affects how quickly they can influence management, the likelihood of activist interventions, and the company’s responsiveness to changing conditions.

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Believes the Board and Management Must be Held Accountable for Choosing Entrenchment Over Value Creation

Reminds Shareholders That Leadership PUBLICLY Committed to Focusing on Cash Deployment for Share Repurchases and Deleveraging – Not Doing Material Deals Only ~90 Days Ago

CLEVELAND--(BUSINESS WIRE)-- Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”) today released the below statement regarding H.B. Fuller Company (NYSE: FUL) (“H.B. Fuller” or the “Company”) and Advanced Medical Solutions Group plc (“AMS”). Previously, Ancora issued a letter to H.B. Fuller’s Board of Directors (the “Board”) regarding its contemplated acquisition of AMS.

Fredrick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:

“We believe H.B. Fuller’s Board and management have exposed themselves as disingenuous at best and deceitful at worst throughout their pursuit of AMS. Our view was solidified by H.B. Fuller’s decision to issue its acquisition press release at 2:10 AM Eastern Daylight Time today. Seemingly choosing to sneak out a press release in the dead of night does not square with CEO Celeste Mastin’s own pledge to the Company’s stakeholders: ‘Acting with integrity and doing the right thing in all of our business practices is fundamental to H.B. Fuller's philosophy of winning the right way.’¹ The reality is H.B. Fuller could have worked with AMS to schedule the announcement for yesterday morning, but it seems the Company’s leadership intentionally tried to time things in a manner that softened market blowback. As evidenced by the companies’ respective trading prices early today, the only beneficiaries of this ploy are AMS shareholders. Despite a number of private equity firms walking away from similar deals, Ms. Mastin and her fellow value destroyers have ensured that at least one party – AMS – is ‘winning the right way’ today.

We hope it is clear to the market that H.B. Fuller’s purported fiduciaries opted for what amounts to an entrenchment maneuver over the public and private objections of shareholders, who were told earlier this year that the Company was focused on cash deployment for share repurchases and deleveraging rather than material transactions. In our view, they have placed their own interests ahead of shareholders’ interests by proceeding with a levered cross-border acquisition – one that is akin to a poison pill – right after we began engaging with the Company regarding all avenues to maximize value for long-suffering H.B. Fuller shareholders. This follows years of ineffective capital allocation, insular governance policies and negative total returns.

Looking ahead, Ancora intends to hold the Board and management accountable for its value destruction driven by entrenchment. We are especially disappointed to see that the acquisition of AMS was supported by all three directors slated to stand for election next year: Ruth S. Kimmelshue, Thomas W. Handley and Srilata A. Zaheer. We will not sit by while misaligned and self-interested leadership puts H.B. Fuller’s valuable assets at risk. We remain highly focused on realizing the tremendous value of H.B. Fuller – and we will not be deterred by the Company’s defensive governance and staggered Board structure.”

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com.

¹ H.B. Fuller’s Business Code of Conduct, entitled “Winning the Right Way” (link).

View source version on businesswire.com: https://www.businesswire.com/news/home/20260624234576/en/

Longacre Square Partners LLC
Casie Connolly (U.S.) / Humza Vanderman (U.K.)
cconnolly@longacresquare.com / hvanderman@longacresquare.com

Source: Ancora Holdings Group, LLC