Frasers Group Hugo Boss stake

Frasers Group Hugo Boss stake nears majority as takeover bid looms again

Frasers Group has confirmed it is pursuing a majority stake in Hugo Boss, disclosing that its holding in the German fashion brand has reached 47.89% and that it intends to push beyond the 50% threshold of overall share capital and voting rights. The FTSE 100 retailer, which is majority-owned by billionaire Mike Ashley, said there is no certainty the objective will be achieved but made clear it is actively seeking to acquire further shares.

Frasers Group began building its position in Hugo Boss in 2020. According to Global Banking and Finance Review, the group held around 26% of Hugo Boss before launching a takeover attempt in June, meaning its current near-48% holding represents a substantial acceleration in its accumulation of shares.

The failed offer and what Frasers Group’s Hugo Boss stake means now

That takeover attempt involved an offer to buy all Hugo Boss shares Frasers did not already own, at a price of around 38 euro per share, valuing the remainder of the business at around 1.98 billion euro. Hugo Boss’s management and supervisory board rejected the approach, describing it as “inadequate from a financial point of view,” and recommended that shareholders refuse the terms.

Frasers took the offer directly to shareholders rather than withdrawing. Morningstar reported that Frasers received acceptances equivalent to 18% of Hugo Boss’s shares, while the report from the original announcement put the figure at 17.6%. Either way, the majority of shareholders opted against the offer price, and the bid did not succeed in giving Frasers outright control. The group has since continued buying shares on the open market, closing the gap to 50% through smaller deals rather than a formal offer.

Crossing 50% would give Frasers voting control over how Hugo Boss is run, a threshold that carries legal and regulatory consequences in Germany, where Hugo Boss is headquartered and listed. Frasers has acknowledged the objective but has been careful to say it is not guaranteed.

Board tensions and the question of Stephan Sturm

Alongside the share accumulation, Frasers has introduced a complication at board level. The group said it is reviewing whether it still supports Stephan Sturm as chair of Hugo Boss’s supervisory board. Frasers’ chief executive Michael Murray also sits on that supervisory board, giving the group a direct line into Hugo Boss’s governance structures.

The relationship between Frasers and Sturm has not been straightforward. According to Reuters, the group said in November last year that it no longer had confidence in Sturm, only to reverse that position in June, when it said it remained supportive of both Sturm and chief executive Daniel Grieder. The renewed uncertainty over Sturm signals that Frasers is keeping pressure on the board even as it builds its shareholding through market purchases.

Frasers confirmed on Tuesday that it still intends to “further increase” its ownership stake, a phrase that leaves open whether that will happen through another formal offer or continued open-market buying.

Harvey Nichols and a busy period for Frasers

The Hugo Boss push comes as Frasers has also completed the acquisition of department store chain Harvey Nichols. Harvey Nichols had warned in its accounts that it would need to “cease trading” within a year without new investment. The rescue deal covers six stores in Knightsbridge London, Manchester, Birmingham, Bristol, Leeds and Edinburgh, its online business, product inventory, and around 1,000 workers.

The two moves together sketch a picture of a group using its cash and leverage to move up the fashion and retail value chain. Whether Frasers manages to convert its 47.89% Hugo Boss holding into a controlling majority will depend on whether further share purchases meet resistance, and on how German regulators treat any formal offer that may follow.