\nBelieves the Board and Management Must be Held Accountable for Choosing Entrenchment Over Value Creation<\/i><\/b><\/p>
\nReminds Shareholders That Leadership PUBLICLY Committed to Focusing on Cash Deployment for Share Repurchases and Deleveraging \u2013 Not Doing Material Deals Only ~90 Days Ago<\/i><\/b><\/p>
CLEVELAND--(BUSINESS WIRE)--Ancora Holdings Group, LLC (collectively with its affiliates, \u201cAncora\u201d or \u201cwe\u201d) today released the below statement regarding H.B. Fuller Company (NYSE: FUL) (\u201cH.B. Fuller\u201d or the \u201cCompany\u201d) and Advanced Medical Solutions Group plc (\u201cAMS\u201d). Previously, Ancora issued a letter<\/a> to H.B. Fuller\u2019s Board of Directors (the \u201cBoard\u201d) regarding its contemplated acquisition of AMS.<\/p> \nFredrick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:<\/p> \n\u201cWe believe H.B. Fuller\u2019s Board and management have exposed themselves as disingenuous at best and deceitful at worst throughout their pursuit of AMS. Our view was solidified by H.B. Fuller\u2019s decision to issue its acquisition press release at 2:10 AM Eastern Daylight Time today. Seemingly choosing to sneak out a press release in the dead of night does not square with CEO Celeste Mastin\u2019s own pledge to the Company\u2019s stakeholders: \u2018Acting with integrity and doing the right thing in all of our business practices is fundamental to H.B. Fuller's philosophy of winning the right way.<\/i>\u20191<\/sup> The reality is H.B. Fuller could have worked with AMS to schedule the announcement for yesterday morning, but it seems the Company\u2019s leadership intentionally tried to time things in a manner that softened market blowback. As evidenced by the companies\u2019 respective trading prices early today, the only beneficiaries of this ploy are AMS shareholders. Despite a number of private equity firms walking away from similar deals, Ms. Mastin and her fellow value destroyers have ensured that at least one party \u2013 AMS \u2013 is \u2018winning the right way<\/i>\u2019 today.<\/p> \nWe hope it is clear to the market that H.B. Fuller\u2019s 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. In our view, they have placed their own interests ahead of shareholders\u2019 interests by proceeding with a levered cross-border acquisition \u2013 one that is akin to a poison pill \u2013 right after we began engaging with the Company regarding all avenues to maximize value for long-suffering H.B. Fuller shareholders. This follows years of ineffective capital allocation, insular governance policies and negative total returns.<\/p> Looking ahead, Ancora intends to hold the Board and management accountable for its value destruction driven by entrenchment. We are especially disappointed to see that the acquisition of AMS was supported by all three directors slated to stand for election next year: Ruth S. Kimmelshue<\/b>, Thomas W. Handley<\/b> and Srilata A. Zaheer<\/b>. We will not sit by while misaligned and self-interested leadership puts H.B. Fuller\u2019s valuable assets at risk. We remain highly focused on realizing the tremendous value of H.B. Fuller \u2013 and we will not be deterred by the Company\u2019s defensive governance and staggered Board structure.\u201d\n<\/p> \nAbout Ancora<\/span><\/b><\/p> \nFounded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora\u2019s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com<\/a>.<\/p> \n1<\/sup> H.B. Fuller\u2019s Business Code of Conduct, entitled \u201cWinning the Right Way\u201d (link<\/a>).<\/p> \nLongacre Square Partners LLC\n Believes the Board and Management Must be Held Accountable for Choosing Entrenchment Over Value Creation
\nReminds Shareholders That Leadership PUBLICLY Committed to Focusing on Cash Deployment for Share Repurchases and Deleveraging \u2013 Not Doing Material…<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-26247","post","type-post","status-publish","format-standard","hentry","category-infos-businesswire"],"_links":{"self":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/26247","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=26247"}],"version-history":[{"count":1,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/26247\/revisions"}],"predecessor-version":[{"id":26248,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/26247\/revisions\/26248"}],"wp:attachment":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=26247"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=26247"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=26247"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}