Ancora Holdings Group isn't taking no for an answer. On Tuesday, the activist investor raised its offer to acquire H.B. Fuller Co. (FUL)'s Building Adhesive Solutions business to between $1.2 billion and $1.4 billion in cash, up from the $1.1 billion to $1.2 billion it floated in August.

The revised proposal comes with a "highly confident" financing letter from Fortress Investment Group, which Ancora says strengthens its hand. The firm added that it wouldn't expect a final transaction agreement to include a financing contingency.

A Bigger Check, Same Basic Pitch

H.B. Fuller rejected the earlier offer on Aug. 24, saying it materially undervalued the business. Ancora's response: here's more money, and here's why the math still works.

The investor notes the new proposal represents about 50% of H.B. Fuller's current equity value, even though the Building Adhesive Solutions, or BAS, unit accounts for roughly 20% of consolidated revenue. That's the kind of mismatch activists live for.

On valuation, Ancora says its offer values BAS at 8.5 times to 9.9 times last-12-month EBITDA. It also puts the unit at about nine times estimated 2026 EBITDA, compared with roughly seven times for H.B. Fuller overall, citing Visible Alpha estimates.

The Leverage Argument

Ancora's core case is about the balance sheet. The firm estimates H.B. Fuller's leverage at roughly four times and points to its exposure to variable-rate debt. Selling BAS, in Ancora's view, would help the company reduce leverage and balance-sheet risk.

The firm also pushed back on H.B. Fuller's concerns about costs and operational challenges tied to separating BAS. Those worries, Ancora suggests, are manageable.

The proposal remains subject to due diligence, regulatory and other required approvals, and negotiation of definitive agreements. Ancora asked H.B. Fuller's independent directors to engage directly on the offer and said it remains open to increasing the price if due diligence reveals additional value in the BAS business.

One caveat: the proposal is nonbinding and can be modified or withdrawn before a definitive agreement is signed.

H.B. Fuller's Door Is Creaking Open

Timing matters here. The increased offer follows comments from H.B. Fuller management during its recent third-quarter earnings call that suggested greater openness to portfolio changes.

CEO Celeste Mastin said deleveraging would be a "very, very high priority" after the company closes its Advanced Medical Solutions acquisition. She said H.B. Fuller is applying greater scrutiny to its portfolio and examining whether it remains the best owner of each market segment.

Mastin said potential divestitures are being taken "very seriously" because they could accelerate debt reduction.

That said, management has argued BAS is deeply integrated with H.B. Fuller. The unit operates across roughly 25 to 30 manufacturing facilities, with about two-thirds shared with other businesses. CFO John Corkrean also cited stranded costs and reduced purchasing power as potential drawbacks of a sale. Still, he said those issues could be overcome depending on the valuation offered.

So the door isn't wide open. But it's not bolted shut either.

FUL Price Action: H.B. Fuller shares were up 0.47% at $49.60 at the time of publication on Tuesday, according to market data.