H.B. Fuller to Acquire Assets of Roanoke

St. Paul MN, February 1, 2006--H.B. Fuller and Roanoke Companies Group, Inc. jointly announced today that they have entered into an asset purchase agreement under which a subsidiary of H.B. Fuller will acquire substantially all the assets of Roanoke and assume certain operating liabilities. Roanoke is a leading US manufacturer of "pre-mix" grouts, mortars and other products designed to enhance the installation of flooring systems. They are focused particularly on the retail home improvement market segment with a strong brand portfolio, namely Tile Perfect(TM), CHAPCO(R), Color Caulk(R), and AIM(TM). Roanoke will become part of H.B. Fuller's Specialty Construction Brands, Inc. (SCB) business unit within the Full-Valu / Specialty Group. Roanoke's brands will align with SCB's TEC(R) brand in the flooring market with Roanoke excelling in the retail segment and SCB in the professional segment. "This combination will create significant cross-selling opportunities through channel expansion by leveraging each company's respective strengths," said Al Stroucken, chairman and chief executive officer of H.B Fuller. "The enhanced brand portfolio will enable us to extend our reach and deliver a superior product offering to our customers." "We are excited to be combining with Specialty Construction Brands and H.B. Fuller," said Richard Tripodi, president and chief executive officer of Roanoke. "Together, we will have a stronger market presence, broader product range, and enhanced technology expertise." Total purchase price consideration is expected to be $270 million, subject to adjustment for closing date working capital. Conditional upon certain profitability thresholds being exceeded, additional cash consideration of up to $15 million may be paid out over a two-year period to certain continuing members of Roanoke's senior management team. H.B. Fuller intends to fund the transaction with approximately $75 million in existing US cash and the balance in new debt. The company plans to expand the commitment level of its recently established syndicated revolving credit facility to $250 million, by exercising the imbedded accordion feature, and utilize this facility to provide the initial debt financing. This transaction, expected to close during the second quarter of H.B. Fuller's fiscal year 2006, is subject to customary closing conditions, regulatory approvals, and the satisfactory finalization of due diligence. "This transaction is the result of our disciplined mergers and acquisitions strategy in which our principal focus is profitable growth and long term shareholder return," said John Feenan, chief financial officer of H.B. Fuller. "We will be purchasing the assets of Roanoke for a multiple of 2005 operating income, before anticipated synergies, that is comparable to H.B. Fuller's current valuation in the marketplace relative to our 2005 operating income." Assuming the integration is completed as expected by the end of fiscal year 2006, H.B. Fuller estimates the transaction will be accretive to diluted earnings per share, adding approximately $0.10 to $0.15 to 2007 earnings. This estimate incorporates synergies, amortization of intangible assets, the corresponding loss of interest income from the reduction in cash, and the incremental interest expense associated with the additional debt. In fiscal year 2006, this transaction is anticipated to have a slightly negative impact on diluted earnings per share. With that said, the Company's expectations for fiscal year 2006 earnings remain unchanged from the previously announced range of between $2.06 and $2.11 per share.

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