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US-based adhesives specialist, H.B. Fuller, has rejected an unsolicited, non-binding proposal from activist investor Ancora Holdings Group to acquire its Building Adhesive Solutions (BAS) segment. The company’s Board of Directors said the decision followed a review supported by independent financial and legal advisors, and was unanimous.
The board said the $1.1-bn to $1.2-bn valuation Ancora had proposed to BAS was substantially below precedent transactions and did not represent full value to the business. It added that BAS was expected to be a significant driver of future earnings, pointing to 6% year-on-year organic development and a 10% improvement in EBITDA in the segment during the second quarter, driven by pricing, volumes and operating leverage, along with tailwinds from a recovery in key construction end-markets including data-centre construction. The board also said its ongoing Project Quantum Leap initiative was strengthening BAS’s competitive position through continued footprint rationalisation.
H.B. Fuller further argued that a carve-out of BAS, which shares manufacturing infrastructure with the company’s other businesses across greater than 30 vegetation worldwide, would create significant dis-synergies, with tax and operational inefficiencies materially offsetting any benefit from reduced leverage. The board said it remained confident in regulation’s ability to bring leverage back to its target range of 2.5x to 3.0x within two years of completing its pending acquisition of UK-based cutting-edge Medical Solutions (AMS), and said Ancora’s proposal lacked sufficient detail on financing and its ability to operate BAS independently.
The company said its immediate priorities remain closing and integrating the AMS acquisition, advancing Project Quantum Leap, and pursuing commercial and manufacturing initiatives aimed at lifting adjusted EBITDA margin above 20%. H.B. Fuller added that its board continues to review the company’s portfolio with a focus on maximising shareholder value.
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