The US adhesives group has agreed a 285 pence-a-share cash offer for Advanced Medical Solutions, even as an activist shareholder demands it abandon the pursuit.
H.B. Fuller, the St Paul, Minnesota adhesives maker, is closing in on a takeover of Advanced Medical Solutions Group, the AIM-listed British maker of wound-care and surgical-glue products, in a cash deal that values the target’s equity at roughly $628 million.
The offer has the backing of the AMS board and the active opposition of one of H.B. Fuller’s own large shareholders, an unusual position from which to attempt a cross-border acquisition.
The terms put the price at 285 pence a share. That works out at around £627 million for the equity, the figure Bloomberg rendered as $628 million on June 25, and at a total enterprise value of about £715 million once AMS’s debt is folded in, according to the offer terms.
The two figures describe the same deal from different angles, equity versus enterprise; the gap between the headline $628 million and the larger pound number is debt and currency, not a markdown.
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Earlier May reporting had pitched the approach as a bid “over £600 million” at more than 280 pence, so the 285 pence terms sit at the upper end of what had been floated.
AMS, based in Winsford in Cheshire, makes tissue-healing and surgical products: adhesives that close wounds without sutures, tapes, dressings, and so-called biosurgicals.
It is the sort of synthetic tissue-repair business that has drawn a run of investor interest, the same category that French medtech Tissium is pushing into US operating rooms.
For H.B. Fuller, the logic is that adhesives are adhesives, whether they bond packaging or human tissue, and the deal would lift its addressable market by about $15 billion.
The company has said the deal would be fully financed through committed funding and that it expects roughly $55 million in combined run-rate revenue and cost synergies by 2031, partly by stripping out AMS’s public-company costs, and to return to its target leverage of 2.5 to three times net debt to EBITDA within two years.
The pre-synergy price works out at about 12.9 times AMS’s forecast 2026 EBITDA, below eight times once full synergies are counted.
That promise of rapid deleveraging is precisely what one shareholder does not believe. Ancora Holdings, the Cleveland activist that owns more than 2% of H.B. Fuller, has run a public campaign against the deal, complete with a SaveHBFuller.com website.
In a letter to the board, Ancora argued the acquisition would push leverage above four times net debt to EBITDA and break a pledge management made on its March earnings call to pause on deals and pay down debt.
It called the move a “reckless pursuit” of a business in a category where H.B. Fuller has “no significant product experience, no in-market experience and no relevant regulatory expertise.”
Ancora went further, suggesting the deal looked like a “de facto poison pill” meant to chill outside interest in H.B. Fuller itself, which it describes as the world’s only pure-play, publicly listed adhesives company.
It noted that total shareholder returns under chief executive Celeste Mastin have run at about minus 25%, and warned that buying a company at 11 to 12 times EBITDA while H.B. Fuller trades at roughly 7.5 times would only deepen the discount. It has threatened a proxy fight next year if the board does not change course.
The sequence is worth keeping straight. AMS confirmed an unsolicited approach on April 30, the April offer was disclosed publicly on May 21, and Ancora aired its objections days later.
Under the UK Takeover Code, H.B. Fuller faced a “put up or shut up” deadline to announce a firm offer or walk away, since extended to 17:00 BST on July 2.
Nothing here is final. The reporting describes an agreed price and an AMS board recommendation, but the offer still needs formal documentation, AMS shareholder approval, and the regulatory clearances any cross-border medtech deal attracts.
For now it is a deal that one company’s directors want, another company’s board recommends, and a sizeable slice of the buyer’s own shareholders are trying to stop. July 2 will settle whether it becomes firm.
