RULE 26 DISCLOSURE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
1 September 2026
RECOMMENDED CASH ACQUISITION
of
ADVANCED MEDICAL SOLUTIONS GROUP PLC ("AMS" or the "Company")
by
H.B. FULLER MEDICAL ADHESIVE TECHNOLOGIES INC. ("Bidco"),
a wholly-owned subsidiary of H.B. Fuller Company ("H.B. Fuller")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
RULE 26 DISCLOSURE
In accordance with Rule 26 of the City Code on Takeovers and Mergers (the "Takeover Code"), AMS and H.B. Fuller announce that they have entered into a clean team agreement dated 27 August 2026 (the "Clean Team Agreement"), which sets out how confidential information that is competitively sensitive can be disclosed, used or shared between AMS and designated H.B. Fuller clean team members, principally for the purposes of integration planning. Under the terms of the Clean Team Agreement, such information will only be available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and the findings of such persons may only be relayed to other personnel of that party in specified circumstances and subject to customary restrictions in order to ensure compliance with applicable competition laws. This is separate to the clean team agreement dated 25 June 2026 in place to deal with regulatory matters to which Practice Statement 30 of the Takeover Code applies.
Enquiries
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Advanced Medical Solutions Group plc |
+44 (0) 160 654 5508 |
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Chris Meredith, Chief Executive Officer Eddie Johnson, Chief Financial Officer Michael King, Head of Investor Relations |
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Evercore Partners International LLP (Joint Financial Adviser) |
+44 (0) 207 653 6000 |
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Simon Elliott Julian Oakley Israel Akinrinsola Harrison George
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Investec Bank plc (Joint Financial Adviser, Nominated Adviser and Joint Corporate Broker) |
+44 (0) 207 597 5970 |
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Gary Clarence Harry Hargreaves Nick Prowting Miha Grzina
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Optimum Strategic Communications (PR Adviser) |
+44 (0) 204 566 8543 |
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Mary Clark Nick Bastin Isabelle Abdou |
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Goldman Sachs and Perella Weinberg are acting as financial advisers to H.B. Fuller. Ashurst Perkins Coie is acting as legal adviser to H.B. Fuller.
Addleshaw Goddard LLP is acting as legal adviser to AMS in connection with the acquisition.
Rule 26
In accordance with Rule 26 of the Takeover Code, copies of this announcement and the Clean Team Agreement will be available on the Company's website at www.admedsol.com and on H.B. Fuller's website at www.hbfuller.com/en by no later than 12 noon (London time) on the business day following the date of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Disclaimers
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as joint financial adviser to AMS and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than AMS for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with AMS or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
Investec Bank plc ("Investec") is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA. Investec is acting exclusively as joint financial adviser and corporate broker to AMS and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than AMS for providing the protections afforded to clients of Investec, nor for providing advice in connection with the matters referred to herein. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Investec nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with AMS or the matters described in this announcement. To the fullest extent permitted by applicable law, Investec and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above in this paragraph) which they might otherwise have in respect of this announcement, or any statement contained herein.
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Goldman Sachs & Co. LLC (together, "Goldman Sachs") are acting exclusively for H.B. Fuller as financial advisers and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than H. B. Fuller for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the matters set out in this announcement. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this announcement, any statement contained herein or otherwise.
Perella Weinberg UK Limited ("Perella Weinberg Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for H.B. Fuller in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than H.B. Fuller for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Perella Weinberg Partners nor any of its affiliates and their respective directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Perella Weinberg Partners in connection with this announcement, any statement contained herein or otherwise.
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