Where the deal stands

Almost three months after shareholders approved it, H.B. Fuller's agreed cash Takeover of Advanced Medical Solutions (LSE:AMS) has not yet become effective. None of them reported that the scheme had been sanctioned or had completed.

That leaves a practical question for holders: which steps remain, and what timetable has the company given? The answer rests on the original terms announced on 25 June 2026 and the update issued after the Shareholder meetings on 12 August.

About the company

Advanced Medical Solutions is a medical technology company founded in 1991 and based in Winsford, Cheshire. It makes tissue adhesives, sealants and wound care products, and its brands include LiquiBand, RESORBA, LIQUIFIX and ActivHeal. Its products are used by surgeons and clinicians to close wounds, seal tissue and support healing, and the group sells through hospitals and healthcare distributors in many countries.

The company reported Revenue of about £229m in 2025. H.B. Fuller, the US adhesives group that agreed to buy it, is a larger Business which says the combination would lift its pro forma medical adhesives revenue sharply and deliver around $55m of annual synergies. The strategic logic is that medical adhesives share technology with industrial adhesives, giving the acquirer a route into a higher-value end market.

The terms on the table

H.B. Fuller, through its Subsidiary H.B. Fuller Medical Adhesive Technologies, agreed to pay 285p in cash per share, valuing the entire issued and to be issued Share Capital at about £659m and implying an Enterprise value of around £715m. The price represented a 34.8% premium to the undisturbed closing price of 212p on 20 May 2026.

LSE:AMS, founded in 1991 and based in Winsford, Cheshire, makes tissue adhesives, sealants and wound care products under brands including LiquiBand, RESORBA, LIQUIFIX and ActivHeal. The 25 June announcement put its 2025 revenue at about £229m. For H.B. Fuller, the deal would lift pro forma medical adhesives revenue from about $68m to about $370m, and it is targeting about $55m of annual synergies.

The offer valued the company at about 12.9 times 2026 consensus EBITDA before synergies, or under eight times including full run-rate synergies. The company's directors gave irrevocable undertakings over 745,766 shares, about 0.34% of the then issued share capital, and the board unanimously backed the offer.

Shareholder approvals already secured

At the court meeting on 12 August, 84.23% of the votes cast by value, from 87.5% of the shareholders voting, backed the scheme. The special resolutions at the general meeting passed with the same percentage. About 15.8% of votes cast opposed, a sizeable minority but well short of the level needed to block a scheme.

The company said that the shareholder approval conditions had been satisfied, and that the UK Competition and Markets Authority had confirmed in writing it had no further questions at that stage.

What remains outstanding

Other conditions were still open in August. The 25 June announcement listed Merger control filings in Austria, Germany, the United Kingdom and the United States, and foreign Investment approvals in Austria, France and Luxembourg, each to the extent applicable. After those are satisfied or waived, the High Court must sanction the scheme and the order must be delivered to the Registrar of Companies.

The August announcement said the scheme was expected to become effective in the third or fourth quarter of 2026, while the June terms pointed to completion by the end of the calendar year.

How a scheme of arrangement works

The takeover is structured as a court-sanctioned scheme of arrangement, a common route for agreed UK deals. It requires approval by a majority in number of shareholders voting and at least 75% by value at a court meeting, as well as a special resolution at a general meeting. The vote on 12 August met those thresholds, with 84.23% of the votes cast by value in favour.

After approvals, the remaining conditions must be satisfied or waived, and the High Court must hold a sanction hearing. Once the court order is delivered to the Registrar of Companies, the scheme becomes effective, the shares are cancelled in exchange for the cash consideration, and the admission to trading on AIM is cancelled. Payment to shareholders usually follows within a short period of the scheme becoming effective, though the exact timetable is set out in the formal scheme documents.

The role of regulatory clearance

The outstanding conditions mostly relate to regulators. The list of merger control filings in Austria, Germany, the United Kingdom and the United States, together with foreign investment approvals in Austria, France and Luxembourg, shows how many jurisdictions have a view on a cross-border deal involving medical products. Each filing can be cleared quickly or can lead to extended review, which is why timing guidance is expressed as a quarter or a calendar year rather than a date.

The Competition and Markets Authority's written confirmation that it had no further questions at that stage removed one of the more significant possible hurdles, but it did not remove the other conditions. Investors tracking the deal will watch for announcements that individual approvals have been received, followed by a hearing date.

Financing and price protection

H.B. Fuller is funding the purchase with an unsecured bridge Facility and expects post-completion net Leverage of about 4.0 times, with a target of 2.5 to 3.0 times within two years. That leverage level is relatively high, so the acquirer's willingness to proceed will be tested if financing markets change. The terms also allow the price to be reduced by any Dividend or return of value other than the agreed final dividend, which protects the buyer from value leaking out before completion. For shareholders, the headline of 285p in cash, a premium of 34.8% to the undisturbed price, remains the central term while the remaining conditions are worked through.

Risks and the route off AIM

The main risks for holders are timing and the possibility that an authority attaches conditions. H.B. Fuller is funding the deal with an unsecured bridge facility and expects post-completion net leverage of about 4.0 times, targeting 2.5 to 3.0 times within two years. The terms also allow H.B. Fuller to reduce the price by any dividend or return of value, other than the agreed final dividend, declared before completion.

Once the scheme becomes effective, LSE:AMS intends to cancel its AIM admission and re-register as a private company, ending its place in the FTSE AIM 100. Until then, dealing disclosures will continue during the offer period. The milestones to watch are confirmation of a court sanction hearing date and a statement that the scheme is effective.