H.B. Fuller announced a recommended cash acquisition of Advanced Medical Solutions for 285 pence per share via a UK court-sanctioned scheme of arrangement. To support the deal and broader liquidity needs, the company arranged approximately $3.0 billion in bridge financing, including a $2.09 billion secured facility and a $917 million unsecured facility led by Goldman Sachs Bank USA. Bidco and AMS also executed a Co-operation Agreement to coordinate approvals and documentation, while AMS directors provided irrevocable undertakings to back the scheme. The transaction remains subject to AMS shareholder approval, court sanction, regulatory clearances and effectiveness by June 25, 2027, with completion targeted by year-end 2026.
Agreement 1: H.B. Fuller to Acquire Advanced Medical Solutions for 285p per Share via UK Scheme
- Agreement type: Recommended cash offer and scheme of arrangement (Rule 2.7)
- Counterparty: Advanced Medical Solutions Group
- Signed / Effective: Jun 25 2026 / same
- Duration / Termination: Through Long-Stop Date Jun 25 2027
- Reason: Expand medical adhesives footprint and accelerate growth
Agreement 2: H.B. Fuller and Advanced Medical Solutions Sign Co-operation Agreement for UK Scheme
- Agreement type: Co-operation Agreement
- Counterparty: Advanced Medical Solutions Group
- Signed / Effective: Jun 25 2026 / same
- Duration / Termination: Until Long-Stop Date Jun 25 2027
- Reason: Facilitate approvals and execution of the scheme
Agreement 3: H.B. Fuller Secures $2.09 Billion Secured Bridge to Refinance Debt and Support AMS Deal
- Agreement type: Secured bridge credit facility
- Counterparty: Goldman Sachs Bank USA and other lenders
- Signed / Effective: Jun 25 2026 / same
- Duration / Termination: 364 days post-closing
- Reason: Refinance debt and provide liquidity for acquisition
Agreement 4: H.B. Fuller Arranges $917 Million Unsecured Bridge to Fund Cash Consideration for AMS
- Agreement type: Unsecured bridge credit facility
- Counterparty: Goldman Sachs Bank USA and other lenders
- Signed / Effective: Jun 25 2026 / same
- Duration / Termination: 364 days post-closing
- Reason: Fund cash portion of acquisition price
Agreement 5: AMS Directors Deliver Irrevocable Undertakings to Support H.B. Fuller Offer
- Agreement type: Director irrevocable undertakings to vote for scheme
- Counterparty: AMS directors
- Signed / Effective: Jun 25 2026 / same
- Duration / Termination: Until scheme vote or takeover offer conclusion
- Reason: Increase deal certainty and shareholder support
Original SEC Filing:
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