Engine Capital urges H.B. Fuller to explore BAS and full sale

Engine Capital LP, which holds approximately 2% of H.B. Fuller Company (NYSE: FUL), publicly called on the company's board of directors to run parallel market checks for its Building Adhesive Solutions (BAS) segment and the entire company, according to a letter released by the activist investor.

The push follows a $1.1 billion to $1.2 billion cash proposal from Ancora Holdings Group to acquire the BAS business, which Ancora made public on August 12, 2026, after receiving no substantive response from H.B. Fuller's management in the five weeks following its initial private approach on July 7, 2026.

Engine Capital said the board should evaluate Ancora's BAS proposal alongside a broader company-wide sale process, arguing that assessing only the BAS divestiture without a full-company benchmark risks a structurally biased decision. The firm estimates H.B. Fuller currently trades at approximately 8x 2026 EBITDA, while comparable private transactions, it claims, have occurred between 9x and 11x EBITDA.

Engine Capital also cited concerns about the company's standalone plan, which it said requires management to simultaneously integrate Advanced Medical Solutions Group plc, a recently announced acquisition that implied roughly 15.5x 2026 non-GAAP EBITDA, execute an accelerated deleveraging plan to reduce net leverage from approximately 4x, and continue the ongoing Project Quantum Leap restructuring program.

H.B. Fuller's stock fell approximately 11% over the five trading days following the AMS acquisition announcement, according to Engine Capital's letter. The firm also noted that seven of the eight independent directors have never purchased shares of the company in the open market.

Engine Capital Managing Member Arnaud Ajdler signed the letter and requested a meeting with the board to discuss the matters further.

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