Aug 12 (Reuters) - Activist investor Ancora Holdings said on

Wednesday it has proposed to buy H.B. Fuller's ( FUL ) Building

Adhesive Solutions business for as much as $1.2 billion in cash.

In a letter to H.B. Fuller's ( FUL ) board, Ancora said it wanted

the company to explore a deal for the unit, describing it as

"win-win" for the adhesives maker and its shareholders.

Ancora has also been considering a proxy fight to gain

control of the company's board, a source familiar with the

matter told Reuters.

The investment firm said it had privately re-engaged with

H.B. Fuller's ( FUL ) chief executive and chairman for a potential deal

in early July, but had not received a substantive response.

"We fear your collective preference for entrenchment is once

again impairing your judgment and undermining shareholders' best

interests," Ancora said in its letter to Fuller's board, adding

that it was prepared to immediately enter into a confidentiality

agreement and begin due diligence.

H.B. Fuller's ( FUL ) shares were down 2.3% in afternoon trade after

having risen 2.8% this year.

Activist investors are pushing companies to sell their

entire business or parts of it as dealmaking surges, heaping

pressure on boards and management teams. Ancora has also pushed

chemical maker Ashland to pursue a sale.

Earlier this year, H.B. Fuller ( FUL ) agreed to buy British medical

supplier Advanced Medical Solutions Group(AMS) in a

cash deal valuing it at about £715 million ($967.04 million)

including debt.

Ancora, which in May disclosed a more than 2% stake in

Fuller, had described the deal for AMS as an "irresponsible

pursuit" and urged the company to abandon it.

On Wednesday, however, Ancora said the sale of Fuller's

building adhesive unit would allow the company to focus on

integrating Advanced Medical Solutions while exiting a

low-margin segment in a highly fragmented market.

H.B. Fuller ( FUL ) was not immediately available for comment when

contacted by Reuters.

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