Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Ancora Releases Letter Regarding its Strong Opposition to H.B. Fuller’s High-Risk Attempt to Acquire U.K.-Based Advanced Medical Solutions

businesswire.com

Ancora Releases Letter Regarding its Strong Opposition to H.B. Fuller’s High-Risk Attempt to Acquire U.K.-Based Advanced Medical Solutions CLEVELAND--( BUSINESS WIRE)--Ancora Holdings Group, LLC today released the below letter to H.B. Fuller Company (NYSE: FUL), which outlines the firm’s strong opposition to an acquisition of Advanced Medical Solutions Group plc (“AMS”) or any other business. Visit www.SaveHBFuller.com for important information and updates.

***

May 23, 2026

H.B. Fuller Company

Attention: The Board of Directors (the “Board”)

1200 Willow Lake Boulevard, P.O. Box 64683

St. Paul, Minnesota 55164-0683

Subject: The Reasons for Abandoning the Reckless Pursuit of AMS / Initiating a Strategic Review

Members of the Board,

Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”) is the beneficial owner of more than 2% of the outstanding common stock of H.B. Fuller Company (“H.B. Fuller” or the “Company”). Given our belief that H.B. Fuller has attractive businesses and a depressed public market valuation, we intend to continue increasing our stake in the Company. We plan to proceed in this manner despite our reservations about the competence, candor and strategic judgment that have been exhibited by management and the Board. As Ancora has repeatedly demonstrated in its engagements over the years, we will fix poor leadership from the inside – or from the outside – once committed to an investment.

We appreciate being given the opportunity to constructively engage with management over the course of the spring. Comments made by H.B. Fuller on the Q1 2026 earnings call, as well as during private one-on-one conversations with us, gave us comfort that we were aligned when it came to focusing on deleveraging and not pursuing any near-term M&A. You can only imagine our shock when we saw the disclosure on May 21 st regarding the Company's offer, made in April, to acquire Advanced Medical Solutions Group plc (“AMS”). Throughout our good faith engagement, H.B. Fuller never indicated any interest in abandoning its deleveraging-first focus and the Company never offered to put us under a non-disclosure agreement to discuss its renewed focus on deals. We – and presumably many other shareholders – feel completely misled.

The purpose of today’s letter is to convey our strong opposition to the pursuit of AMS or any other material purchase, and we call on the Board to first conduct a full review of strategic alternatives (including evaluating a sale of all or parts of the business) as an essential initial step. In hindsight, we are not surprised that management and their advisors are apparently advocating for a large cross-border acquisition that will increase leverage and introduce numerous operating risks, including with respect to entering new categories with fragmented regulatory regimes across Europe. After all, these individuals have little to no personal capital at risk. You, however, owe fiduciary obligations to the owners of the Company, who do have significant capital at risk.

The silver lining is the Board still has time to slam the brakes on an acquisition of AMS before further damaging H.B. Fuller’s credibility with shareholders and impairing the Company’s value in the market. When contemplating how this acquisition looks from the perspective of shareholders, please consider the following:

To be clear, the pursuit of AMS must be abandoned in favor of a comprehensive review of all strategic alternatives – the foundation of any well-governed transaction evaluation process seeking to maximize shareholder value. Although our engagement with Ms. Mastin appears to have been disingenuous, we welcome the opportunity to adjust the scope of our June 10 th meeting to include any directors interested in hearing what will be best for H.B. Fuller’s owners. As a result of hearing from Ancora and presumably other shareholders, we are confident the Board will quickly begin to see the need to abandon the pursuit of any acquisition. In the same spirit, the Board should not even consider entering into a bidding war for AMS or seeking to sweeten its existing proposal to entice AMS to turn away other suitors.

In closing, although we are prepared to hold leadership accountable for any value-destructive and ill-timed capital allocation blunders via a proxy fight next year, the goal from the start of our monthslong engagement with H.B. Fuller has been to work together in a constructive manner to enhance value for shareholders. Our engagements at companies like Berry Global Group, Inc., C.H. Robinson Worldwide, Inc. and Mueller Water Products, Inc. reflect our preference for working behind the scenes to catalyze value creation. You are welcome to draw us into a fight, but it is hard to remember the last time that worked out well for a corporate leadership team. Despite our poor start with Ms. Mastin and the shocking news of the attempted purchase of AMS, we remain hopeful that we can reset during our intended June 10 th meeting and help ensure a proper review of all strategic alternatives is the tip of the spear for any transaction-related decisions.

Regards,

Fredrick D. DiSanto

Chairman and Chief Executive Officer

Ancora Holdings Group LLC

James Chadwick

President

Ancora Alternatives LLC

***

Visit www.SaveHBFuller.com to share your views on the potential acquisition. There is a limited window of time to act.

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.