Advanced Medical Solutions Releases Scheme Document for H.B. Fuller Acquisition Ahead of August Shareholder Vote

Advanced Medical Solutions' Global Surgical Product Range and Manufacturing Network

Advanced Medical Solutions Group plc is a leading independent developer and manufacturer of innovative tissue-healing technologies, prioritizing quality patient outcomes and value for payers. Its diverse product portfolio covers surgical categories such as tissue adhesives, sutures, haemostats, internal fixation devices, and internal sealants, marketed under established brands including LiquiBandae, RESORBAae, LiquiBandFix8ae, LIQUIFIXtrade;, Peters Surgical, Ifabond, Vitalitec, and Seal-Gae. Additionally, AMS offers wound care dressings like silver alginates, alginates, and foams through its ActivHealae brand and white-label products.

AMS operates a significant global manufacturing footprint across eight countries: the UK, Germany, France, the Netherlands, Thailand, India, the Czech Republic, and Israel. Its products are distributed worldwide via multinational and regional partners and distributors, complemented by direct sales teams in the UK, Germany, Austria, France, Poland, Benelux, India, the Czech Republic, and Russia. Research and development centers are located in the UK, Ireland, Germany, France, and Israel. Founded in 1991, AMS employs over 1,800 people globally.

Expansion Through Seven Strategic Acquisitions Since 2019

Since 2019, AMS has actively expanded through seven major acquisitions enhancing its product range and geographic presence. These include Sealantis, an Israeli innovator in internal sealants technology; Biomatlante, a French surgical biomaterials developer and manufacturer; and Raleigh, a UK-based coater and converter of woundcare and bio-diagnostics materials, bolstering manufacturing capabilities.

Further acquisitions encompass AFS Medical, an Austrian surgical specialist; Connexicon, an Irish tissue adhesives expert; Syntacoll, a German collagen-based absorbable surgical implants specialist; and Peters Surgical, a global supplier of specialty surgical sutures, mechanical haemostasis, and internal cyanoacrylate devices. This acquisition strategy has established AMS as a comprehensive provider of tissue-healing solutions across multiple surgical fields and regions.

Scheme Document Availability and Shareholder Communications

The scheme document is now published and available to shareholders, subject to restrictions for residents of certain jurisdictions. It can be accessed on AMS's website at www.admedsol.com and on H.B. Fuller's website at www.hbfuller.com/en. Hard copies and proxy forms for the Court Meeting and General Meeting will be sent to shareholders, subject to jurisdictional limitations. The document is also available for holders of awards and options under AMS share plans and individuals with information rights.

The document includes a letter from the AMS Chair, an explanatory statement under section 897 of the Companies Act 2006, full acquisition terms, a timetable of key events, notices for both meetings, and instructions for shareholders. Proxy forms are provided to facilitate voting.

Scheduled Court and General Meetings on 12 August 2026 with Voting Deadlines

The Court Meeting and General Meeting will be held on 12 August 2026 at Investec Bank plc, 30 Gresham Street, London, EC2V 7QP. The Court Meeting starts at 11:00 a.m., followed by the General Meeting at 11:15 a.m. or soon after. Any changes will be communicated via AMS's website and Regulatory Information Service announcements.

Shareholders are urged to submit proxy votes before deadlines: 11:00 a.m. on 10 August 2026 for the Court Meeting and 11:15 a.m. on 10 August 2026 for the General Meeting. Proxy appointments can be made electronically via the Investor Centre, the CREST Electronic Proxy Appointment Service (Court Meeting), or the Proxymity platform (institutional investors). Shareholders are encouraged to appoint "the Chair of the meeting" as proxy to ensure proper representation.

Approval Requirements and Conditions for Scheme Effectiveness

The scheme requires approval by a majority in number of Scheme Shareholders voting, representing at least 75% in value of Scheme Shares at the Court Meeting, plus passing Special Resolutions at the General Meeting. It is also subject to satisfaction or waiver of conditions, including regulatory and antitrust approvals. An updated timetable will be announced upon receipt of approvals. Subject to approvals, conditions, and Court sanction, the scheme is expected to become effective in Q3 or Q4 2026.

Unanimous AMS Board Recommendation and Irrevocable Voting Commitments

The AMS board unanimously recommends shareholders vote in favor of the scheme and Special Resolutions. Evercore and Investec have provided independent financial advice to the AMS Directors under Rule 3 of the Takeover Code, considering the Directors' commercial assessments.

Certain AMS Directors have irrevocably committed to vote in favor of the scheme for their beneficial holdings totaling 745,766 AMS Shares, approximately 0.34% of issued ordinary share capital as of the Latest Practicable Date.

Post-Effective Date Delisting and Re-registration as Private Company

Prior to the scheme becoming effective, AMS will apply to the London Stock Exchange to cancel AIM admission shortly after the Effective Date. The last trading day and share transfer registration on AIM is expected the business day before the Effective Date. Afterward, share transfers will only be registered to Bidco or as directed, per AMS Articles amendments approved at the General Meeting.

On the Effective Date, share certificates will become invalid and should be destroyed. CREST holdings will be cancelled. AMS will then re-register as a private limited company under the Companies Act 2006, ending its status as a public AIM-listed company.

Financial Advisers and Transaction Timeline

Evercore Partners International LLP and Investec Bank plc serve as joint financial advisers to AMS. Investec also acts as AMS's Nominated Adviser and Corporate Broker. Both have provided independent financial advice per Rule 3 of the Takeover Code.

The scheme document contains a detailed timetable of principal events, which is indicative and subject to change. Any updates will be announced via Regulatory Information Service and posted on AMS's website at www.admedsol.com and H.B. Fuller's website at www.hbfuller.com/en.

Shareholder Support and Contact Information for Voting Queries

Computershare is AMS's registrar to assist shareholders with queries about the scheme document, meetings, proxy submission, and form completion. They can be reached at +44 (0)370 703 0158, Monday to Friday, 8:30 a.m. to 5:30 p.m. (excluding UK public holidays). International callers should use the appropriate country code. Calls may be monitored or recorded for security and training. The helpline does not provide advice on the merits of the acquisition or financial, tax, investment, or legal matters.

For further transaction inquiries, shareholders may contact AMS directly at +44 (0)160 654 5508. Key contacts include Chris Meredith (CEO), Eddie Johnson (CFO), and Michael King (Head of Investor Relations). Shareholders are strongly advised to read the full scheme document before voting.