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H.B. Fuller Acquires Medifill Ltd.; Signs Provisional Agreement to Acquire GEM S.r.l.

By: via Business Wire

Acquisitions expand company’s existing leadership in Medical Adhesive Technologies market segment

H.B. Fuller Company (NYSE: FUL), the largest pureplay adhesives company in the world, today announced that it has signed agreements to acquire two leading medical adhesive technology companies: GEM S.r.l. and Medifill Ltd.

Medifill Ltd. is an Irish formulator and producer of medical-grade cyanoacrylate adhesives with a state-of-the-art clean room and manufacturing capabilities. Medifill produces advanced technology that is specifically tailored for the wound closure market. The next-generation formulations enable fast, safe, and effective wound closure.

GEM S.r.l. is an Italian manufacturer and market leading provider of medical adhesives and innovative application devices approved and certified for over 80 internal indications. The acquisition establishes a European headquarters for H.B. Fuller’s Medical Adhesive Technologies (MAT) business and expands the company’s medical adhesive offerings, further shifting its portfolio toward highly profitable, higher growth markets.

These acquisitions build upon H.B. Fuller’s previous investments in the tissue adhesives market — including the acquisition of Cyberbond in 2016, Tissue Seal in 2021, and Adhezion Biomedical in 2023 — significantly expanding the company’s global Medical Adhesive Technologies (MAT) business and geographic footprint.

“Tissue adhesives designed for internal use offer innovative alternatives to traditional sutures, staples and embolizing agents,” says H.B. Fuller President and CEO Celeste Mastin. “With the purchase of GEM, Medifill, and our previous acquisitions in this space, H.B. Fuller has now built a Medical Adhesive Technologies business founded on our expertise in cyanoacrylate chemistry, and we have extended our penetration into a global footprint.”

When combined, the two companies are expected to generate 2024 net revenue and adjusted EBITDA of €23 million and €11.5 million, respectively. The two companies will operate within H.B. Fuller’s Hygiene, Health & Consumable (HHC) Adhesives Global Business Unit (GBU). On a combined basis, the acquisitions will be completed at a pre-synergy EBITDA multiple of 15.5X, and a three-year post-synergy EBITDA multiple of 9.5X based on a combined purchase price of €180 million.

Subject to customary closing conditions and regulatory approvals, the GEM acquisition is expected to close in February 2025.

About H.B. Fuller Company

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2023 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

About GEM

GEM S.r.l. is an Italian manufacturer and distributor of medical devices, including both Glubran 2 and Glubran Tiss 2, as well as their application devices, in more than 40 countries worldwide. Founded in 1994, GEM is a research-based company, with a key focus on the development of innovative medical devices. For more information, visit https://www.gemitaly.it/en/.

About Medifill

Medifill Ltd. is a medical device manufacturer based in Dublin, Ireland. The company supplies the CutisSeal® family of tissue adhesives and advanced wound products to customers worldwide. For more information, visit http://cutisseal.com.

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements. Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

Regulation G

The information presented in this release regarding adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies.

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