Ancora Urges H.B. Fuller to Drop £600M AMS Bid, Threatens Proxy

Ancora Holdings, an activist investor holding more than 2% of H.B. Fuller, wrote to the company’s board this week urging it to abandon a proposed acquisition of Advanced Medical Solutions valued at more than £600 million. Ancora warned it may mount a proxy fight at H.B. Fuller’s next annual meeting if the board approves the deal.

In the letter, Ancora described the proposed purchase as a ‘quasi-transformational international acquisition’ and wrote it was ‘completely out of management’s depth.’ The investor called the transaction risky and warned it could harm shareholder value.

H.B. Fuller defended its acquisition strategy, noting the company has repositioned itself toward higher-growth specialty adhesives through several deals since 2023. The company added that discussions with AMS remain ongoing and no binding offer has been agreed.

H.B. Fuller submitted a proposal valued at more than £600 million for Advanced Medical Solutions, a UK medical-products firm focused on tissue-healing technologies. The acquisition would expand H.B. Fuller’s operations into medical technologies beyond its traditional adhesives business.

Ancora urged the board to consider broader strategic alternatives, including a possible sale of H.B. Fuller or divestment of certain assets. The investor also accused management of reversing earlier commitments to avoid major merger-and-acquisition activity and wrote shareholders had been ‘completely misled.’

The activist firm has pursued campaigns at other large companies, including Americold Realty Trust and Warner Bros. Discovery. Ancora argued the AMS purchase exceeds H.B. Fuller’s capacity to integrate and manage an international acquisition.

No binding agreement has been announced. H.B. Fuller’s management is weighing its options while facing pressure from Ancora to reconsider the AMS acquisition and pursue alternative strategic paths.