Activist investor Engine Capital LP has called on the H.B. Fuller Company (NYSE: FUL) board of directors to initiate parallel market checks for its Building Adhesive Solutions (BAS) segment and the entire company. The request comes after Ancora Holdings Group LLC publicly proposed acquiring the BAS business for between $1.1 billion and $1.2 billion in cash on August 12, 2026. Engine Capital, which holds approximately 2% of the outstanding shares, argues that the board must compare the value of a standalone BAS divestiture against a sale of the whole enterprise to determine the optimal path for shareholders.

Engine Capital noted that Ancora had privately approached President and CEO Celeste Mastin and Board Chair Teresa Rasmussen about the proposal on July 7, 2026. Having received no substantive response over the following five weeks, Ancora made its interest public. The activist fund believes Ancora’s proposal is a positive development but warns that evaluating it in isolation would be a mistake given the significant gap between H.B. Fuller’s public market valuation and the value of its underlying assets.

Valuation Gap and Strategic Risks

Engine Capital contends that H.B. Fuller’s public market valuation significantly lags behind the private market value of its assets. The firm estimates that pro-forma for the recent acquisition of Advanced Medical Solutions Group plc (AMS) and associated run-rate synergies, H.B. Fuller trades at approximately 8x 2026 EBITDA and 7.6x 2027 EBITDA. In contrast, Engine Capital believes precedent transactions suggest the company would transact at a multiple between 9x and 11x EBITDA.

The activist fund highlighted significant operational risks inherent in the company’s current strategy. Management is simultaneously tasked with integrating the large, cross-border AMS acquisition, executing an accelerated deleveraging plan, and continuing the Project Quantum Leap restructuring program. Engine Capital noted that the stock fell approximately 11% over five trading days following the AMS announcement, despite strong Q2 results and increased full-year guidance. Investors focused on the high multiple paid for AMS (approximately 15.5x 2026 Non-US GAAP EBITDA) and the resulting leverage increase to around 4x, rather than the quarter’s operating results alone.

Board Performance and Insider Activity

The letter criticized the track record of the current board, citing substantial underperformance relative to the Russell 2000 index since each director joined. Engine Capital pointed out that seven of the eight independent directors have never purchased shares in the open market. Only Board Chair Teresa J. Rasmussen has bought shares, acquiring 1,000 shares more than four years ago. The fund argued this lack of insider buying contrasts sharply with the board’s decision to deploy nearly $1 billion of shareholder capital to acquire AMS at a premium while the stock trades at a discount.

Source: Engine Capital LP letter dated August 14, 2026. TSR calculated as of August 13, 2026.

Proposed Dual-Track Process

Engine Capital outlined a two-step approach for the board:

1. Run a genuine market check for BAS: The fund advised retaining independent financial advisors to solicit interest from strategic acquirers and financial sponsors. A competitive process could surface higher bids than Ancora’s initial proposal and help fund the post-AMS deleveraging plan without waiting the full two years management has outlined.
2. Run a parallel market check for the entire company: Engine Capital argued that evaluating only the BAS divestiture risks a structurally biased decision. A concurrent process would allow the board to compare selling the BAS unit against selling the entire diversified platform, including medical, hygiene, and engineering adhesives businesses.

What the Numbers Show

The divergence between the acquisition multiple paid for AMS and the public trading multiple of H.B. Fuller highlights a significant capital allocation tension. While the board approved paying approximately 15.5x EBITDA for AMS, the combined entity trades at roughly 8x EBITDA. This spread suggests that the market perceives the integration risks and elevated leverage (rising to ~4x) as outweighing the immediate synergies, reinforcing Engine Capital’s argument that a private market exit or asset divestiture may offer superior risk-adjusted returns compared to the current standalone transformation strategy.

H.B. Fuller Company (NYSE: FUL) announced that shareholders of Advanced Medical Solutions Group plc (LSE: AMS) approved the proposed acquisition at specially convened meetings held on August 12, 2026. This shareholder approval marks a significant milestone toward completing the deal, which follows the agreement on terms for a recommended cash acquisition disclosed by both companies on June 25, 2026.

The transaction is expected to close by the end of the calendar year, subject to the satisfaction or waiver of remaining conditions set forth in the transaction documents. H.B. Fuller, described as the world’s largest pureplay adhesives company, moves closer to integrating Advanced Medical Solutions into its portfolio following this regulatory and shareholder hurdle.

Strategic Rationale

Celeste Mastin, president and chief executive officer of H.B. Fuller, stated that AMS is an exceptional company and a rare strategic fit that advances the vision for the future of H.B. Fuller. By combining AMS’s leading medical technologies, innovation expertise, and regulatory capabilities with H.B. Fuller’s global scale and commercial reach, the companies aim to create a differentiated healthcare platform positioned for faster growth, stronger margins, and greater value creation.

About H.B. Fuller

As the largest pureplay adhesives company in the world, H.B. Fuller’s 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, the company’s 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.

What the Numbers Show

The source provides no financial metrics, valuation figures, or comparative data points for this corporate action. Consequently, no analytical observation regarding revenue, margins, or balance sheet implications can be derived from the provided text.