{"url_path":"/sec/ful/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **         **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/39368/0001437749-26-021844-index.html","accession_number":"0001437749-26-021844","cik":"0000039368","ticker":"FUL","issuer_name":"FULLER H B CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/39368/0001437749-26-021844-index.html","primary_entity_key":"0000039368","primary_entity_name":"FULLER H B CO"},"word_count":1478,"has_tables":true,"body_markdown":"**Item 1.01.**         **Entry into a Material Definitive Agreement.**\n\n \n\nOn June 25, 2026, H.B. Fuller Company (“H.B. Fuller” or the “Company”) issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”), disclosing that the board of directors of the Company (the “Company Board”) and the board of directors of Advanced Medical Solutions Group plc (the “AMS Board”), a company incorporated in England and Wales (“AMS”), had reached agreement on the terms of a recommended cash offer by H.B. Fuller Medical Adhesive Technologies Inc., a wholly-owned subsidiary of the Company (“Bidco”), for the entire issued and to be issued share capital of AMS (the “Transaction”). In connection with the Transaction, (i) Bidco and AMS entered into a Co-operation Agreement, dated as of June 25, 2026 (the “Co-operation Agreement”), (ii) the Company and Bidco entered into the Secured Bridge Credit Agreement, dated as of June 25, 2026 (the “Secured Bridge Credit Agreement”) with Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Bookrunner and the lenders party thereto, and (iii) the Company and Bidco entered into the Unsecured Bridge Credit Agreement, dated as of June 25, 2026 (the “Unsecured Bridge Credit Agreement” and, together with the Secured Bridge Credit Agreement, the “Bridge Credit Agreements”) with Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Bookrunner and the lenders party thereto.\n\n \n\n*Rule 2.7 Announcement*\n\n \n\nOn June 25, 2026, the Company issued the Rule 2.7 Announcement disclosing that the Company Board and the AMS Board had reached agreement on the terms of the Transaction. The Transaction will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “UK Companies Act”). Under the terms of the Transaction, AMS shareholders will be entitled to receive 285 pence in cash for each AMS share held.\n\n \n\nThe Transaction will be subject to conditions and certain further terms, including, among others: (i) the approval of the Scheme by a majority in number of AMS shareholders also representing not less than 75% in value of the AMS shares, in each case present and voting, either in person or by proxy, at the AMS shareholders’ meeting; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales; (iii) the Scheme becoming effective no later than June 25, 2027 (the “Long-Stop Date”); and (iv) the receipt of regulatory approvals. The conditions to the Transaction are set out in full in the Rule 2.7 Announcement.\n\n \n\nSubject to the satisfaction or waiver of all relevant conditions, it is expected that the Transaction will be completed by the end of the calendar year 2026.\n\n \n\nThe Company has reserved the right, subject to the prior consent of the UK Panel on Takeovers and Mergers (and to the terms of the Co-operation Agreement), to elect to implement the Transaction by way of a takeover offer (as such term is defined in the UK Companies Act) (a “Takeover Offer”).\n\n \n\nThe foregoing summary of the Rule 2.7 Announcement is subject to, and qualified in its entirety by, the text of the Rule 2.7 Announcement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.\n\n \n\n*Co-operation Agreement*\n\n \n\nOn June 25, 2026, Bidco and AMS entered into the Co-operation Agreement in connection with the Transaction. Pursuant to the Co-operation Agreement, Bidco and AMS agreed to use all reasonable endeavors to secure or to assist to secure any approvals, consents, clearances, permissions, confirmations, comfort letters, waivers, filings and waiting periods which are required to implement the Transaction as soon as reasonably practicable and in any event in sufficient time to enable the effective date of the Transaction to occur by the Long-Stop Date, and to cooperate with each other in preparing required offering documents and other matters. In addition, the Co-operation Agreement contains provisions that will apply in respect of AMS’s employee equity plans.\n\n \n\nThe foregoing summary of the Co-operation Agreement is subject to, and qualified in its entirety by, the text of the Co-operation Agreement, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.\n\n \n\n*Irrevocable Undertakings*\n\n \n\nOn June 25, 2026, each member of the AMS Board who holds shares delivered to Bidco an irrevocable undertaking to vote their AMS shares in favor of the Scheme. The undertakings represent an aggregate of 745,766 AMS shares, or approximately 0.34% of AMS’s outstanding shares as of June 23, 2026, and will remain in effect if the Company elects to effect the Transaction by way of a Takeover Offer.\n\n \n\nThe foregoing summary of the irrevocable undertakings does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the irrevocable undertakings, including the form of director irrevocable undertaking which is attached as Exhibit 10.1 hereto and incorporated by reference herein.\n\n \n\n2\n\n \n\n*Financing*\n\n \n\nOn June 25, 2026, the Company and Bidco entered into the Bridge Credit Agreements in connection with the Transaction.\n\n \n\nThe Secured Bridge Credit Agreement makes available to the Company certain borrowings in an aggregate amount of up to $2,086,713,188 on the terms and conditions set forth in the Secured Bridge Credit Agreement in order to, among other things, refinance certain indebtedness of the Company and to pay any fees and expenses in connection therewith, and for working capital and general corporate purposes. To the extent any borrowings are made under the Secured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to an index rate plus a margin of (i) 0.75% or (ii) 1.75%, as determined therein, with interest rate increases of 0.25% per 90 days. Interest on each loan is due and payable in arrears quarterly for loans bearing interest at the alternate base rate, at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) for loans bearing interest at the Term SOFR Rate or Adjusted EURIBOR Rate, and monthly on each loan that bears interest by reference to the adjusted daily simple risk free rate.\n\n \n\nThe Unsecured Bridge Credit Agreement makes available to the Company certain borrowings in an aggregate amount of up to $917,000,000 on the terms and conditions set forth in the Unsecured Bridge Credit Agreement in order to, among other things, partially finance the cash consideration payable by the Company in connection with the Transaction. To the extent any borrowings are made under the Unsecured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to an index rate plus a margin of (i) 1.50% or (ii) 2.50%, as determined therein, with interest rate increases of 0.25% per 90 days. Interest on each loan is due and payable in arrears quarterly for loans bearing interest at the alternate base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) for loans bearing interest at the Term SOFR Rate or Adjusted EURIBOR Rate.\n\n \n\nSuch amount in USD, or a portion of such USD amount, may be converted into GBP, being the currency in which the cash consideration payable by the Company in connection with the Transaction is required to be made, pursuant to a foreign exchange forward transaction entered into by the Company, which forward transaction (or similar transaction) will be maintained by the Company through the consummation of the Transaction. From the date on which the Bridge Credit Agreements are signed until the date falling eight weeks after the Long-Stop Date or, if earlier, following the occurrence of certain customary draw-stop triggers consistent with the requirements of the Code, the lenders under the Bridge Credit Agreements shall not be entitled to (among other things) cancel their commitments, terminate the Bridge Credit Agreements, exercise any right of netting, set-off or counterclaim, refuse to make available a loan under the Bridge Credit Agreements or take any other action or step to the extent to do so would prevent or limit the making of such loan on the closing date of the Transaction.\n\n \n\nThe Bridge Credit Agreements contain customary representations and warranties, events of default and affirmative and negative covenants for transactions of this type. The Company is also obligated to pay certain administration fees, syndication and underwriting fees, commitment fees, structuring fees, funding fees and duration fees (amongst certain other fees).\n\n \n\nThe foregoing summary of the Bridge Credit Agreements is subject to, and qualified in its entirety by, the text of the Bridge Credit Agreements, which are filed as Exhibits 10.2 and 10.3 hereto and incorporated herein by reference."}