Ancora’s $1.2bn bid equals 36% of H.B. Fuller Company’s market value for a unit producing 21% of H1 EBITDA

H.B. Fuller Company (NYSE: FUL) is being offered as much as $1.2 billion in cash for a business that generated roughly one-quarter of its first-half revenue but only about one-fifth of segment adjusted EBITDA. That imbalance provides a different way to evaluate Ancora Holdings Group’s unsolicited proposal for Building Adhesive Solutions: the activist is assigning substantial value to a segment that currently dilutes the profitability of the remaining H.B. Fuller portfolio.

Building Adhesive Solutions generated $427 million of revenue during the first six months of fiscal 2026, equal to approximately 24.8% of H.B. Fuller Company’s $1.721 billion segment revenue. Yet the division contributed only $63 million of segment adjusted EBITDA, or about 21.1% of the $298.3 million generated across the three operating segments. Its first-half adjusted EBITDA margin was 14.8%.

Against H.B. Fuller Company’s latest market capitalization of approximately $3.31 billion, Ancora’s $1.1 billion to $1.2 billion proposal represents roughly 33% to 36% of the parent company’s equity value. A segment purchase price and a listed company’s market capitalization are not directly comparable valuation measures, but the scale comparison illustrates why the board cannot easily dismiss the offer as immaterial.

Why does 21% of H1 EBITDA command such a large headline price?

The key is that Building Adhesive Solutions is profitable and currently improving, but it remains less profitable than the businesses H.B. Fuller Company would retain.

Excluding Building Adhesive Solutions, the Hygiene, Health and Consumable Adhesives and Engineering Adhesives divisions generated approximately $1.294 billion of first-half revenue and $235.3 million of segment adjusted EBITDA. That implies an illustrative combined adjusted EBITDA margin of approximately 18.2%, compared with 14.8% for Building Adhesive Solutions.

The margin gap is therefore roughly 340 basis points.

That difference matters because selling Building Adhesive Solutions would mechanically reduce H.B. Fuller Company’s revenue base but could improve the margin mix of the remaining portfolio even before Advanced Medical Solutions Group plc is added. Engineering Adhesives already operated at a 21.2% first-half adjusted EBITDA margin, while Hygiene, Health and Consumable Adhesives reached 16.1%. Building Adhesive Solutions remained the lowest-margin of the three.

Ancora is consequently not offering $1.2 billion for H.B. Fuller Company’s strongest existing profit engine. It is bidding for a large but comparatively lower-margin operation.

Could Ancora’s offer effectively fund the Advanced Medical Solutions acquisition?

This is where the portfolio math becomes especially interesting.

H.B. Fuller Company agreed in June to acquire Advanced Medical Solutions Group plc in an all-cash transaction valuing the British medical-products company at about £715 million, equivalent to roughly $950 million to $970 million depending on exchange rates. The acquisition is being debt-funded and is expected to increase H.B. Fuller Company’s leverage materially at closing.

Ancora’s proposed $1.1 billion to $1.2 billion cash purchase price for Building Adhesive Solutions is therefore larger than the headline value of the entire Advanced Medical Solutions transaction.

Using the roughly $967 million dollar value cited when Ancora’s bid emerged, even the bottom of Ancora’s range would equal about 114% of the Advanced Medical Solutions purchase price. At $1.2 billion, the ratio rises to approximately 124%.

At the $1.15 billion midpoint, the difference is roughly $180 million before taxes, transaction expenses, separation costs and other adjustments.

In economic terms, a sale could therefore allow H.B. Fuller Company to replace a lower-margin construction-oriented business with a medical platform while generating enough headline proceeds to offset the acquisition value of Advanced Medical Solutions and potentially provide additional debt reduction capacity.

Is H.B. Fuller Company giving up too much EBITDA to make that swap?

That is the strongest counterargument.

Building Adhesive Solutions is not deteriorating. Second-quarter revenue increased 9.4% to $245.2 million, while segment adjusted EBITDA rose 10.4% to $41.4 million. Its Q2 adjusted EBITDA margin improved to 16.9% from 16.7% a year earlier.

First-half adjusted EBITDA also increased 6.2%, showing that Ancora is attempting to acquire the business while its earnings trajectory is improving rather than after a collapse.

H.B. Fuller Company could therefore argue that selling now would crystallize value before restructuring, pricing actions and an eventual recovery in construction markets have fully played out. Building Adhesive Solutions was formed in its current configuration only at the beginning of fiscal 2025, when H.B. Fuller said the combined operations generated approximately $850 million of annual revenue and $130 million of adjusted EBITDA.

The debate is consequently not as simple as selling a weak division. It is whether receiving up to $1.2 billion today creates more shareholder value than retaining a business whose margins may still have room to recover.

Why does the 36% market-value comparison raise the pressure on the board?

H.B. Fuller Company shares closed around $60.17 on August 12, leaving the company valued at approximately $3.31 billion after the stock fell about 3% during the session.

At that equity valuation, the top of Ancora’s bid represents roughly 36% of the entire company’s market capitalization even though Building Adhesive Solutions generated only about 21% of first-half segment adjusted EBITDA.

Again, that is not an apples-to-apples valuation multiple because Ancora is proposing to purchase an operating business while market capitalization measures only the equity value of the listed parent. H.B. Fuller Company also carries substantial debt. The comparison nevertheless highlights the strategic significance of the offer.

The decision now facing the board is therefore more interesting than whether $1.2 billion represents an attractive conventional EBITDA multiple. H.B. Fuller Company has an opportunity, at least theoretically, to monetize its lowest-margin operating segment for enough headline cash to cover the acquisition value of Advanced Medical Solutions Group plc and leave the remaining company more concentrated in higher-margin specialty adhesives.

That does not automatically make Ancora’s price sufficient. But it does make the portfolio-swap mathematics difficult to ignore.