H.B. Fuller is close to finalizing a $628 million agreement to acquire the UK-based wound-care company AMS, despite opposition from its own investors.

      The US adhesives company has proposed a cash offer of 285 pence per share for Advanced Medical Solutions, even as an activist shareholder pressures it to abandon the effort. H.B. Fuller, an adhesives manufacturer based in St. Paul, Minnesota, is nearing a takeover of Advanced Medical Solutions Group, a British firm listed on AIM that specializes in wound-care and surgical-glue products, in a deal that values the company’s equity at approximately $628 million.

      The offer has the approval of the AMS board, despite the vocal opposition from one of H.B. Fuller’s major shareholders, a rare situation for a cross-border acquisition. The terms specify a share price of 285 pence, which equates to about £627 million for the equity—an amount Bloomberg translated to $628 million on June 25—and a total enterprise value of approximately £715 million when including AMS’s debt, based on the offer details.

      These two figures represent the same transaction from different perspectives: equity versus enterprise value; the difference between the reported $628 million and the higher pound amount is due to debt and currency variations, not a reduction in value. Earlier reports in May suggested an offer “over £600 million” at more than 280 pence, making the 285 pence offer lie at the higher end of prior estimates.

      AMS, located in Winsford, Cheshire, produces tissue-repair and surgical products, including adhesives that close wounds without sutures, tapes, and dressings, along with biosurgical products. This type of synthetic tissue-repair business has attracted significant investor attention, similar to the direction taken by French medtech firm Tissium toward US operating rooms.

      For H.B. Fuller, the rationale is that adhesives serve similar functions regardless of whether they're used for packaging or human tissue, and this acquisition would expand its addressable market by about $15 billion. The company stated that the transaction would be fully financed through secured funding and expects around $55 million in combined revenue and cost synergies by 2031, in part by eliminating AMS’s public-company expenses, and aims to restore its target leverage of 2.5 to three times net debt to EBITDA within two years.

      The pre-synergy valuation is about 12.9 times AMS’s projected 2026 EBITDA, decreasing to below eight times once full synergies are recognized. However, one shareholder is skeptical of the anticipated rapid deleveraging. Ancora Holdings, based in Cleveland and owning over 2% of H.B. Fuller, has mounted a public campaign against the acquisition, including a website called SaveHBFuller.com.

      In a letter to the board, Ancora contested that the acquisition would drive leverage beyond four times net debt to EBITDA, violating a commitment made by management during its March earnings call to pause acquisitions and focus on reducing debt. They described the pursuit as “reckless,” highlighting that H.B. Fuller lacks significant product, market, and regulatory experience in this category.

      Ancora further commented that the deal appears to serve as a “de facto poison pill,” designed to deter outside interest in H.B. Fuller, which it defines as the world's only publicly listed pure-play adhesives company. It pointed out that total shareholder returns under CEO Celeste Mastin have been about minus 25%, warning that acquiring a company at 11 to 12 times EBITDA while H.B. Fuller trades at roughly 7.5 times would only worsen the valuation gap. Ancora has threatened to initiate a proxy fight next year if the board does not alter its course.

      It is important to keep track of the timeline: AMS confirmed an unsolicited approach on April 30, the April offer was publicly disclosed on May 21, and Ancora expressed its objections shortly afterward. According to the UK Takeover Code, H.B. Fuller was under pressure to make a firm offer or withdraw, with a deadline extended to 17:00 BST on July 2.

      At this stage, nothing is finalized. While the reporting indicates an agreed-upon price and a recommendation from the AMS board, the offer still requires formal documentation, approval from AMS shareholders, and the necessary regulatory approvals for any cross-border medtech transaction. Currently, it is a situation where one company’s directors support the deal, another company’s board endorses it, and a significant portion of the buyer’s own shareholders are attempting to block it. The outcome on July 2 will determine whether it becomes a firm agreement.