Board Determined Proposal Significantly Undervalues the BAS Business, Ignores Its Future Growth Prospects, and Lacks Critical Details to Make It Actionable

H.B. Fuller Company ("H.B. Fuller" or "the Company") (NYSE:FUL), the world’s largest pureplay adhesives company, today announced that, following a thorough review supported by independent financial and legal advisors, its Board of Directors has unanimously rejected Ancora’s unsolicited, non-binding proposal to acquire its Building Adhesives Solutions ("BAS") business.

The full text of H.B. Fuller’s Board's response letter is set forth below.

Dear Fredrick and Jim,

H.B. Fuller’s Board of Directors has carefully evaluated Ancora’s proposal to purchase the BAS business segment with the support of our independent financial and legal advisors. After careful consideration, the Board has determined that the proposal materially undervalues the BAS business, ignores its prospects for future growth and value creation, fails to appreciate the importance of this segment to our leading pure play adhesives platform, and lacks key details needed to demonstrate Ancora’s ability to execute any such transaction.

In reviewing the proposal, our Board concluded the following:

The proposal significantly undervalues the BAS business: The $1.1 billion to $1.2 billion value proposed is substantially below precedent transactions and doesn’t represent full value for the business.
The BAS business is expected to be a significant driver of earnings moving forward: In the second quarter, BAS demonstrated its performance momentum by delivering organic growth of 6% year-over-year, driven by strong pricing and volumes, and a 10% EBITDA improvement, reflecting the operating leverage we are able to generate in this business. As key construction end markets recover and benefit from tailwinds such as the data center buildout, we expect BAS to be a significant driver of earnings moving forward.
Project Quantum Leap is further strengthening our competitive positioning in BAS: Through continued footprint rationalization, we expect a step change in the earnings power of BAS over the near-term as we continue to expand penetration of our leading product lines.
The proposal would result in significant dis-synergies: A carve out of the BAS business, which shares manufacturing with H.B. Fuller’s other businesses in over thirty plants around the world, would result in material operating inefficiencies. After considering tax and other dis-synergies, the benefits of leverage reduction are materially offset by diminished growth, cashflow, and scale.
The Company has multiple levers to facilitate rapid deleveraging: Given H.B. Fuller’s strong cash flow generation, the Board is confident in management’s ability to bring leverage back within its target range of 2.5x to 3.0x within two years following the completion of the Advanced Medical Solutions ("AMS") transaction.
Ancora’s proposal lacks critical details to make it actionable. Ancora’s proposal lacks detail on its ability to finance the transaction or operate BAS without continuous support from the Company.

The Company’s focus today is on closing and integrating the acquisition of AMS, continuing to advance Project Quantum Leap, and executing ongoing initiatives to drive commercial and manufacturing excellence. H.B. Fuller’s Board is confident that the Company’s management team is well positioned to advance these actions, which will meaningfully enhance portfolio mix, accelerate the path to achieving greater than 20% adjusted EBITDA margin, and create sustainable value for shareholders over the near- and long-term.

H.B. Fuller’s Board is always open to opportunities to enhance shareholder value. We regularly review the Company’s portfolio with an emphasis on maximizing shareholder value, and we will continue to evaluate the entire company as well as individual business units through this lens.

Sincerely,

Teresa J. Rasmussen

Chair of the Board

On behalf of the Board of Directors

About H.B. Fuller

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE:FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2025 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,100 global team members who collaborate with customers across more than 30 market segments in 150 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

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Investors:

Scott Jensen

investors@hbfuller.com

Media:

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Kekst CNC

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