Hugo Boss management and supervisory boards unanimously urged shareholders to reject Frasers Group’s €38 a share takeover offer, saying the bid only meets the legal minimum and does not reflect the fashion group’s value.
Frasers, the UK retail group that already holds about 26 percent of Hugo Boss, launched a voluntary tender offer on June 25 for the remaining 73.4 percent of shares. The bid values the stake Frasers does not already own at about €2 billion, below the nearly €2.7 billion some early wire reports cited for the transaction. That implies a total equity value of roughly €2.6 billion at €38 a share. The premium is slim: 4.8 percent above the €36.26 Xetra close on June 9, the last trading day before the bid was announced.
The boards said the offer price was set to satisfy takeover law requirements and should not be read as a view on the business’s long term earnings potential. Fairness opinions from Bank of America and Goldman Sachs found the price financially inadequate.
The boards added that the offer appears intended to let Frasers increase its stake beyond the 30 percent threshold that would otherwise trigger a mandatory full offer under German takeover law, without changing Hugo Boss’s business or strategic direction. The boards took a neutral stance on that goal, while welcoming Frasers’s ongoing support of management and its “Claim 5 Touchdown” plan through 2028, which relies on a debt free balance sheet to fund brand building, margin recovery and cash generation.
CEO Daniel Grieder said the boards remain convinced the price “does not adequately reflect” the company’s standalone value and long term potential. Frasers CEO Michael Murray, who sits on Hugo Boss’s supervisory board, recused himself from deliberations on the offer to avoid a conflict of interest.
