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Frasers Group has increased its stake in Hugo Boss to 30.28%, crossing Germany’s mandatory bid threshold, although its €38-per-share offer unchanged.
Frasers Group has today announced that following up from its initial takeover offer of the German luxury brand Hugo Boss, it has now acquired an additional 2,5+ million Hugo Boss shares. This translate to around 3.69% of the share capital and voting rights of the business.
At that time of the initial takeover offer in June, Frasers Group owned just over 18 million shares, equal to 26.06% of the Hugo Boss’ share capital.
The latest transaction means that the British retail group, which owns Sports Direct and Flannels, now owns in aggregate close to 21 million shares in Hugo Boss, which amounts to a 30.28% stake of the share capital and voting rights of the German brand, excluding additional shares that have been tendered into the offer.
The latest offer remains open at €38 for each Hugo Boss share not held by Frasers, which the Group has previously said marks its final price and that it would not raise its offer during the initial acceptance period, which is due to end at midnight Frankfurt time (GMT+2) on 27 July, or additional acceptance periods.
Now that Frasers owns over 30% of the German company and has therefore crossed the mandatory bid threshold under Germany’s Takeover Code, which, similar to the UK takeover code means it is now required to make an offer for all remaining Hugo Boss shares. It also reaffirms its position as the company’s controlling shareholder.
Full ownership would give Frasers direct control over a premium apparel brand with revenues of €4.26 billion and a global store network, at a time when the British group has been expanding its European footprint.
Yet, this does not mean though that its offer will be accepted. Hugo Boss’ board has previously recommended that shareholders reject Frasers takeover offer, which they called “inadequate”.
In 2024, Frasers faced a similar situation, when it launched a takeover bid for British luxury brand Mulberry, in which it held around 37%. Yet Mulberry’s biggest shareholder, Challice, which owned a 56% stake, opposed Frasers bid, so while it remains a major stakeholder it does not control the business.
Frasers spent six years building up its stake in Hugo Boss
Frasers Group spent the last six years building up its stake in Hugo Boss, culminating in a voluntary public takeover offer on 10 June, which valued the shares outside Frasers’ ownership at around €1.98 billion (£1.73 billion).
The bid landed as Hugo Boss had been working through a strategic reset after falling sales, while Frasers has been expanding its influence across European. Frasers presented the move as “long-term value creation”.
Hugo Boss rejected the initial takeover bid
On July 9 Hugo Boss’s management and supervisory boards unanimously advised shareholders not to accept Frasers Group’s initial, unsolicited, takeover bid, describing it as “inadequate”.
Daniel Grieder, Chief Executive Officer of Hugo Boss, commented at the time: “Hugo Boss has a well-defined strategy, a strong financial profile, and a compelling path to superior long-term value creation.
“We focus on further strengthening our brands, structurally improving profitability, and accelerating cash generation over the coming years.
“Against this backdrop, we firmly believe that the offer price fails to capture the company’s intrinsic value and long-term potential.”
Frasers Group’s takeover strategy
Frasers followed up its initial bid for Hugo Boss with another takeover offer for Australia’s Accent Group for £166 million. Frasers Group is already a majority shareholder (almost 23%) of Accent Group, which sells brands including Hype in Australia as well as operating multi-brand retailer Platypus Shoes. It is also reported to handle Frasers Group’s Sports Direct in the region.
In a statement to shareholders Accent Group said that it was considering the offer and would bring forward a formal recommendation. These are not the only examples of Frasers Group’s appetite to takeover companies.
In the past 18 months alone, Frasers has acquired a majority stake in Italian multi-sport retailer Maxi Sport, taken control of Norwegian sporting goods chain XXL and added multiple UK designer outlets and shopping centres to its property portfolio.
Yet, Hugo Boss would be the most prominent brand asset in Frasers’ empire, which also includes Jack Wills, Gieves & Hawkes and USC. As was reported when the bid was announced, it would represent a major step in Frasers’ “Elevation Strategy” of moving beyond its Sports Direct roots toward premium retail.
Frasers starts £80 million buyback
The Hugo Boss update also came one day after Frasers launched a share buyback programme with newly appointed joint broker Panmure Liberum.
The arrangement permits the broker to acquire up to 10 million Frasers ordinary shares, with the total purchase price capped at £80 million. Purchases can continue until the trading day immediately before the group’s next annual general meeting, currently expected in mid-September.
Shares acquired through the programme will be held in treasury. Frasers said the sole purpose of the purchases is to reduce its share capital.
The Hugo Boss offer is still subject to the published terms and the relevant regulatory clearances, and completion had previously been targeted for the second half of 2026.