Hugo Boss’s board has unanimously urged shareholders to reject Mike Ashley’s offer, as the German fashion house heads into a governance standoff with its now-largest shareholder ahead of a July 27 deadline.
Frasers Group has raised its stake in Hugo Boss to about 30.28%, crossing the level that triggers a mandatory offer under Germany’s Takeover Code, after buying a further 2.55 million shares (about 3.69% of the company), the group confirmed on Tuesday.
The purchase follows Mike Ashley’s €38 a share cash offer for the rest of Hugo Boss, first launched on June 10 and valuing the remaining stake at about €1.9bn ($2.2bn). The price represents the highest Frasers paid for shares in the six months before the bid, a premium of about 4pc to the pre offer share price.
Hugo Boss’s Managing Board and Supervisory Board jointly and unanimously recommended shareholders reject the offer, backed by fairness opinions from Bank of America and Goldman Sachs.
Crossing the mandatory offer threshold without a board recommendation keeps Frasers in a contested position: it can continue building its stake and collecting tendered shares, but it cannot force a deal without shareholder support the board is actively discouraging. That dynamic extends Ashley’s long running strategy of accumulating positions across distressed and premium retailers alike into a German boardroom standoff, where governance norms add friction that the usual UK retail consolidation playbook does not.
