H.B. Fuller Acquires UK Medical Firm AMS for £715 Million
Leveraged Acquisition
Company Background
H.B. Fuller is the world's largest pureplay adhesives company, with 2025 revenue of $3.47 billion and roughly 7,100 employees operating across more than 30 market segments in 150 countries. The company describes itself as straddling three segments—Hygiene, Health and Consumable Adhesives; Engineering Adhesives; and Building Adhesive Solutions—and has spent the past several years restructuring its cost base, divesting lower-margin businesses such as its North American flooring unit, and pursuing bolt-on acquisitions to mix-shift the portfolio toward higher-margin adhesive markets.
The financial trajectory heading into this announcement was one of steady margin recovery against a backdrop of persistent volume pressure. Net revenue declined in each of fiscal years 2024 and 2025 on a reported basis, though adjusted for the flooring divestiture, organic trends were flatter. Full-year 2025 adjusted EBITDA reached $621 million, an improvement of 4.5% year on year, with adjusted EBITDA margins expanding 130 basis points to 17.9%. The most recent quarter ended May 30, 2026 showed net revenue of $950 million, up 5.8% year on year—the first meaningful reported revenue acceleration in several quarters—with adjusted EBITDA of $181 million and a record second-quarter operating cash flow of $121 million.
The company already carried approximately $2 billion in long-term debt, largely accumulated through its earlier acquisition of Royal. As of May 30, 2026, net debt stood at $1.958 billion, equivalent to 3.1x trailing twelve-month adjusted EBITDA of $640 million. Management has stated a long-term leverage target of 2.5x to 3x and a long-term EBITDA margin target above 20%.
What Was Disclosed
A recommended cash offer to acquire Advanced Medical Solutions Group plc, a company incorporated in England and Wales and listed on the London Stock Exchange, at 285 pence per share in cash—implying a total enterprise value of £715 million. The transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Conditions include approval by a majority in number of AMS shareholders representing at least 75% by value of shares present and voting, sanction by the High Court of Justice in England and Wales, and receipt of regulatory approvals. The deal is expected to close by year-end 2026, with a long-stop date of June 25, 2027. H.B. Fuller retains the right to switch to a conventional takeover offer structure, subject to Takeover Panel consent.
The entire consideration is funded through two bridge credit agreements, both dated June 25, 2026, with Goldman Sachs Bank USA acting as administrative agent, sole lead arranger, and bookrunner. The secured bridge makes available up to $2,086,713,188, which management states will be used primarily to refinance H.B. Fuller's existing indebtedness and cover fees and working capital needs. The unsecured bridge makes available up to $917,000,000, designated specifically to fund the cash consideration payable to AMS shareholders. Both tranches mature 364 days after the closing date. The secured bridge bears interest at an index rate plus a margin of 0.75% or 1.75%, and the unsecured bridge at the index rate plus 1.50% or 2.50%, with both margins stepping up by 0.25% every 90 days—an escalating cost structure that creates economic pressure to refinance into permanent capital quickly. Goldman Sachs and Perella Weinberg Partners are serving as financial advisors; Ashurst LLP and Perkins Coie LLP are serving as legal counsel.
Each member of the AMS board who holds shares delivered an irrevocable undertaking to vote in favor of the scheme. Those undertakings represent 745,766 AMS shares, or approximately 0.34% of AMS's outstanding shares as of June 23, 2026—a small fraction of the total, reflecting that AMS directors hold a modest ownership stake. The scheme document setting out full terms has not yet been published.
Why It Matters
The acquisition marks a deliberate expansion of H.B. Fuller's medical adhesives platform into surgical and wound care markets. AMS produces tissue bonding adhesives, wound dressings, tapes, and formulated biosurgicals, with R&D teams of more than 75 and manufacturing across the UK, Germany, France, the Netherlands, Thailand, and India. Management projects the combined company will add approximately $300 million in annual revenues, and estimates approximately $55 million in combined run-rate revenue and cost synergies by 2031, including elimination of AMS's public company costs. The acquisition is priced at 12.9x AMS's 2026 consensus EBITDA on a pre-synergy basis, falling to less than 8x if full run-rate synergies are achieved. Management has framed the deal as central to achieving its long-term target of greater than 20% EBITDA margins—a level not yet reached on the current portfolio—with AMS's higher-margin medical profile expected to contribute positive mix shift.
The leverage math is the central question for observers to track. Before this transaction, H.B. Fuller's $1.958 billion in net debt represented 3.1x trailing EBITDA—within its stated target range of 2.5x to 3x. The $3 billion bridge package, which adds roughly $917 million in new net debt to finance AMS's equity (with the remainder refinancing existing obligations rather than adding new gross leverage), will nonetheless substantially increase gross debt levels and reset the net leverage ratio well above the current 3.1x pending refinancing and earnings accretion. Management has committed publicly to deleveraging back toward the 2.5x to 3x target "within two years" of closing, relying on a combination of synergy realization, continued organic EBITDA growth—guided at $650 to $675 million for fiscal 2026 on the standalone business—and cash flow generation. The company reported $263 million in operating cash flow for fiscal 2025 and has guided $300 to $325 million for fiscal 2026, suggesting meaningful but not rapid debt paydown capacity unless supplemented by permanent refinancing proceeds or additional portfolio actions.
A counterweight worth noting: H.B. Fuller describes an established track record of integrating bolt-on acquisitions, claiming that across 11 acquisitions completed since 2023, it increased EBITDA by 55% and expanded EBITDA margins by more than 1,000 basis points across those acquired businesses by year-end 2025. Whether that track record translates to a deal of this scale and cross-border complexity—entering a regulated medical device market with a target that operates across six countries—is a different question entirely.
