LONDON – Hugo Boss is urging shareholders to say “no” to an unsolicited offer from Mike Ashley’s Frasers Group, arguing that 38 euros per share does not adequately reflect the brand’s prospects and “future value creation potential.”
In a lengthy statement on Thursday, the Boss managing and supervisory boards “jointly and unanimously” issued the advice to shareholders, saying they conducted a comprehensive and independent review process, of Frasers’ offer.
They sought two external opinions, from Bank of America and Goldman Sachs, on the “financial adequacy” of the offer price from Frasers, which is the single largest shareholder of Boss.
The statement described Frasers’ 38 euros-per-share offer as “the statutory minimum price,” representing a “marginal” premium of 4.8 percent to the shares’ closing price of 36.26 euros on June 9, the last trading day prior to the announcement of the offer. In addition, the offer price represents a premium of 4.3 percent to the three-month, volume-weighted average share price of 36.42 euros prior to the announcement of the offer.
Boss also poured cold water on Frasers’ intentions, arguing that its offer “is primarily designed to enable Frasers to increase its shareholding in Hugo Boss beyond 30 percent. It does not envisage specific changes or measures affecting current business activities” of Boss or its commercial and strategic objectives.
Both boards added they would be taking a “neutral stance with respect to Frasers’ intention to increase its shareholding, and appreciate its continued support” for the strategy of Boss and its management team.
The statement added the members both boards who hold Hugo Boss shares do not intend to accept Frasers’ offer.
Stephan Sturm, chairman of the Boss supervisory board, said “we have concluded that the offer price is financially inadequate and fails to appropriately reflect Hugo Boss’ value and future potential.”
He said the continued execution of Hugo Boss’ Claim 5 Touchdown strategy “offers superior value creation for all shareholders. At the same time, we look forward to maintaining a constructive relationship with Frasers Group as the single largest shareholder” of the company.
Daniel Grieder, CEO of Hugo Boss, said the menswear giant has “a well-defined strategy, a strong financial profile, and a compelling path to superior long-term value creation. With Claim 5 Touchdown, we focus on further strengthening our brands, structurally improving profitability, and accelerating cash generation over the coming years.”
Grieder added: “Against this backdrop, we firmly believe that the offer price fails to capture the company’s intrinsic value and long-term potential. We are fully committed to creating significant value for all shareholders in the years to come.”
A look from the Hugo Boss Spring 2026 Ready-to-Wear Collection at Milan Fashion Week.
Giovanni Giannoni/WWD
Claim 5 Touchdown stretches to 2028, and aims to unlock a further phase of sustainable, profitable growth. The strategy targets an EBIT, or earnings before interest and taxes, margin of around 12 percent over the medium to long term, and average annual free cash flow, after leases, of around 300 million euros until 2028.
The strategy aims to position Boss as “the leading premium, tech-driven, customer-centric global fashion platform, with clear priorities on strengthening brand equity, elevating distribution quality, and enhancing operational excellence.”
Hugo Boss said its balance sheet is already strong and it is expecting “visible operational progress” in fiscal 2026, including improvements in brand and channel realignment and a gradual enhancement of the gross margin profile. It expects to maintain “robust” free cash flow despite the challenging market environment.
Frasers had no immediate reaction to the statement, but said in a stock market filing on June 25 that its offer price was final.
In June Frasers, which has a 26 percent stake in Hugo Boss, offered 38 euros per share for about 74 percent of the company for a sum of 2 billion euros.
The overall deal values Boss at 2.7 billion euros, and Frasers said financing was fully in place. Frasers, owner of retailers ranging from Sports Direct and Flannels to Gieves & Hawkes on Savile Row, described Hugo Boss as a “key brand partner for Frasers, and one of the top five brands across the Frasers Group.”
At the time, Jefferies said a full takeover by Frasers was unlikely. “This offer seems designed to allow Frasers to continue adding incrementally to its current 26 percent stake in the brand while obeying relevant German law, rather than it necessarily being intent on a full takeover.”
According to German law, as soon as any shareholder hits a 30 percent threshold or more, a mandatory takeover offer must be made. Jefferies said Frasers’ move will satisfy that condition. It added that Frasers is “significantly” exposed to the Hugo Boss share price, which may have prompted the bid.
Hugo Boss shares lagged in 2025, and are down 19 percent versus the luxury sector’s 4 percent rise. In the year-to-date, however, the shares are flat compared with the wider sector’s decline of 19 percent.
