Update on Bidco's Financing Arrangements
Summary by AI BETAClose X
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
22 October 2026
RECOMMENDED CASH ACQUISITION
of
ADVANCED MEDICAL SOLUTIONS GROUP PLC ("AMS")
by
H.B. FULLER MEDICAL ADHESIVE TECHNOLOGIES INC. ("Bidco"),
a wholly-owned subsidiary of H.B. Fuller Company ("H.B. Fuller")
Update on Bidco's Financing Arrangements
On 25 June 2026, AMS and H.B. Fuller announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which the entire issued and to be issued share capital of AMS would be acquired by Bidco (the "Acquisition"). The Acquisition is being implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme") and is subject to the terms and conditions set out in the circular in relation to the Scheme sent to AMS shareholders dated 20 July 2026 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.
Further to the announcements made by Bidco and H.B. Fuller on 30 September 2026, 6 October 2026 and 13 October 2026 in connection with the financing for the Acquisition, Bidco and H.B. Fuller announce that H.B. Fuller has issued $850,000,000 aggregate principal amount of 7.625% senior unsecured notes due 2034 (the "Note Issuance") pursuant to a third supplemental indenture (the "Supplemental Indenture") dated 21 October 2026 between H.B. Fuller and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), which supplements the indenture between the Company and the Trustee, dated as of February 14, 2017 (the "Base Indenture," and as supplemented by the Supplemental Indenture, the "Indenture").
In the Scheme Document it was stated that the Unsecured Bridge will be used to finance the Acquisition and certain costs and expenses incurred in connection therewith. The proceeds of the Note Issuance are available for the purposes of financing the Acquisition and, together with existing cash resources available to Bidco, have now replaced the Unsecured Bridge for these purposes. Bidco and H.B. Fuller therefore announce that, on 21 October 2026, the Unsecured Bridge Credit Agreement (a copy of which is available on H.B. Fuller's website at www.hbfuller.com) and the commitments thereunder have been cancelled in their entirety and are no longer in effect.
A copy of the Indenture has been made available, subject to certain restrictions relating to persons in, or resident in, restricted jurisdictions, on H.B. Fuller's website at www.hbfuller.com.
Important notices:
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.
This announcement is not intended to and does not constitute or form any part of any offer to buy or the solicitation of an offer to subscribe for, sell or otherwise dispose of, or an invitation to purchase, otherwise acquire or subscribe for any securities or the solicitation of any vote in any jurisdiction whether pursuant to this announcement or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).
The release, publication or distribution of this announcement in whole or in part in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions or into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Website publication:
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be published on H.B. Fuller's website at www.hbfuller.com promptly and by no later than 12 noon (London time) on the business day following this announcement (subject to certain restrictions relating to persons resident in restricted jurisdictions). The content of this website is not incorporated in, and does not form part 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% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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, 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 pm (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 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.
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