Adhesives giant H.B. Fuller today made a cash offer to acquire Advanced Medical Solutions, and the decision has been met with sharp criticism from company shareholders.
The deal, which values Advanced Medical at approximately $945 million, will rely on 100% committed financing and H.B. Fuller said it expects to deleverage back to target levels within two years after closure.
“This transaction is a rare opportunity to advance the evolution of our portfolio.” said H.B. Fuller CEO Celeste Mastin in a statement. “We have long been clear that medical is a core strategic growth market for H.B. Fuller given its durable demand trends, high regulatory-based entry barriers, and margin profile. Accordingly, we have thoroughly analyzed this structurally scarce market to identify the most attractive assets and growth opportunities.
But Ancora Holdings, a minority owner in H.B. Fuller, called the board's decision to make an offer for Advance Medical "disingenuous at best and deceitful at worst." It accused H.B. Fuller of sneaking out a press release at 2:10 a.m. Eastern Daylight Time today.
"We hope it is clear to the market that H.B. Fuller’s purported fiduciaries opted for what amounts to an entrenchment maneuver over the public and private objections of shareholders, who were told earlier this year that the company was focused on cash deployment for share repurchases and deleveraging rather than material transactions," the investment firm said in a statement.
