Ancora Holdings Opposes H.B. Fuller Acquisition of AMS

Ancora Holdings Group released a letter to H.B. Fuller Company, which outlines the firm's opposition to an acquisition of Advanced Medical Solutions Group or any other business. The letter read, in part, "Ancora Holdings Group is the beneficial owner of more than 2% of the outstanding common stock of H.B. Fuller Company. Given our belief that H.B. Fuller has attractive businesses and a depressed public market valuation, we intend to continue increasing our stake in the Company. We plan to proceed in this manner despite our reservations about the competence, candor and strategic judgment that have been exhibited by management and the Board. As Ancora has repeatedly demonstrated in its engagements over the years, we will fix poor leadership from the inside - or from the outside - once committed to an investment. We appreciate being given the opportunity to constructively engage with management over the course of the spring. Comments made by H.B. Fuller on the Q1 2026 earnings call, as well as during private one-on-one conversations with us, gave us comfort that we were aligned when it came to focusing on deleveraging and not pursuing any near-term M&A. You can only imagine our shock when we saw the disclosure on May 21st regarding the Company's offer, made in April, to acquire Advanced Medical Solutions Group. Throughout our good faith engagement, H.B. Fuller never indicated any interest in abandoning its deleveraging-first focus and the Company never offered to put us under a non-disclosure agreement to discuss its renewed focus on deals. We - and presumably many other shareholders - feel completely misled. The purpose of today's letter is to convey our strong opposition to the pursuit of AMS or any other material purchase, and we call on the Board to first conduct a full review of strategic alternatives as an essential initial step. In hindsight, we are not surprised that management and their advisors are apparently advocating for a large cross-border acquisition that will increase leverage and introduce numerous operating risks, including with respect to entering new categories with fragmented regulatory regimes across Europe. After all, these individuals have little to no personal capital at risk. You, however, owe fiduciary obligations to the owners of the Company, who do have significant capital at risk. The silver lining is the Board still has time to slam the brakes on an acquisition of AMS before further damaging H.B. Fuller's credibility with shareholders and impairing the Company's value in the market...To be clear, the pursuit of AMS must be abandoned in favor of a comprehensive review of all strategic alternatives - the foundation of any well-governed transaction evaluation process seeking to maximize shareholder value. Although our engagement with Ms. Mastin appears to have been disingenuous, we welcome the opportunity to adjust the scope of our June 10th meeting to include any directors interested in hearing what will be best for H.B. Fuller's owners. As a result of hearing from Ancora and presumably other shareholders, we are confident the Board will quickly begin to see the need to abandon the pursuit of any acquisition. In the same spirit, the Board should not even consider entering into a bidding war for AMS or seeking to sweeten its existing proposal to entice AMS to turn away other suitors. In closing, although we are prepared to hold leadership accountable for any value-destructive and ill-timed capital allocation blunders via a proxy fight next year, the goal from the start of our monthslong engagement with H.B. Fuller has been to work together in a constructive manner to enhance value for shareholders. Our engagements at companies like Berry Global Group, Inc., C.H. Robinson Worldwide, Inc. and Mueller Water Products, Inc. reflect our preference for working behind the scenes to catalyze value creation. You are welcome to draw us into a fight, but it is hard to remember the last time that worked out well for a corporate leadership team. Despite our poor start with Ms. Mastin and the shocking news of the attempted purchase of AMS, we remain hopeful that we can reset during our intended June 10th meeting and help ensure a proper review of all strategic alternatives is the tip of the spear for any transaction-related decisions."