Ancora Issues Letter to H.B. Fuller’s Board of Directors About the Need to Run a Comprehensive Strategic Review of Alternatives
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Company’s Rejection of Ancora’s All-Cash Offer for Building Adhesive Solutions Segment Follows Evasiveness and Limited Engagement
Urges the Board to Put Its Own Interests Aside and Start Exploring All Alternatives, Including a Value-Maximizing Sale
The full text of the letter follows:
October 27, 2026
H.B. Fuller Company
Attn: The Board of Directors
1200 Willow Lake Boulevard, P.O. Box 64683
Members of the Board,
We are writing on behalf of Ancora to express our disappointment with your decision to reject our enhanced proposal to acquire H.B. Fuller’s Building Adhesive Solutions (“BAS”) segment for between
We understand that directors can fall into a malaise when they are insulated by defensive governance and a classified boardroom structure. But it is not too late for you to turn the page and pursue a value-enhancing outcome that earns applause from shareholders. After all, more than anything else, that should be your goal as fiduciaries.
We would generally view the announcement that you are running a “market check for select market segments and product lines” as a step in the right direction. However, with this Board, it just marks the continuation of an unfortunate trend of doing the very bare minimum to try to appease your shareholders. Selling a couple of small non-core assets will not meaningfully reduce the Company’s debt burden, and continuing to take cover under your classified Board structure with the window-dressing of a director refreshment will not solve the underlying problems of an elevated leverage profile, sluggish financial performance and a depressed valuation.
Perhaps if you had authentic conversations with us before, during and after our acquisition proposals, H.B. Fuller’s shares would not be trading so poorly. Clearly, the Board has lost the confidence of shareholders. Your message last week was muddled by an apparent resistance to conceding the need for an explicit strategic review of all assets, which is likely why the market shrugged off the news and the Company’s shares were down.
Poor market reactions are nothing new for you, of course. The Company’s share price is down more than
Shareholders have not forgotten that they were promised Project Quantum Leap in 2025, which was billed as a transformative initiative to create shareholder value. Instead, they are now being asked to take a “quantum leap of faith” that hinges on the ability of an amateurish management team and Board to deliver tomorrow the value they have failed to produce today. Shareholders are being asked to do this while assuming still more debt and execution risk along the way.
We have been direct with you from Day 1 about our view that leadership’s best chance at creating value for shareholders is to show concrete traction on deleveraging, establishing 21st-century governance, forgoing risky deals and maintaining a credible investor relations program. You have opted to double down on your value-destructive habits in a manner that could form the basis for a Harvard Business School case study on the consequences of corporate incompetence.
At this point, we call on the Board to initiate a comprehensive review of strategic alternatives, including a sale of the entire Company. Our repeated efforts to acquire BAS at a premium valuation representing more than
We will not sit idly by while you continue to seemingly run the Company into the ground. We are reserving all our rights as they relate to upcoming deadlines and making a bid for the entirety of H.B. Fuller. Whether it is us or someone else, we are confident that there are those who see the inherent value in the Company’s egregiously mismanaged assets.
Regards,
Fredrick D. DiSanto Chairman and Chief Executive Officer Ancora Holdings Group LLC |
James Chadwick President Ancora Alternatives LLC |
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.
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1 FactSet; share price decline from Oct. 22, 2021 through Oct. 23, 2026. |
2 FactSet. |
3 FactSet; share price decline from Dec. 2, 2022, the trading day before Ms. Mastin assumed the role of CEO, through Oct. 23, 2026. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20261027943073/en/
Longacre Square Partners LLC
Greg Marose / Casie Connolly
gmarose@longacresquare.com / cconnolly@longacresquare.com
Source: Ancora Holdings Group, LLC