Frasers Group, controlled by British billionaire Mike Ashley, has surpassed the 30% mark in voting capital of Hugo Boss, crossing the threshold that makes a public takeover bid mandatory under German law.
According to a statement from Frasers itself, the group acquired an additional 2,549,900 shares — approximately 3.69% of the capital — following the exercise of put options by counterparties on July 17, increasing its total stake from 26.06% to 30.28%.
Frasers has had a public offer to acquire Hugo Boss open since June 10th, valued at €38 per share – approximately €2.2 billion. On June 25th, the British company confirmed that this price was final and would not be increased during the acceptance period.
The proposal has remained open since then, with a deadline for shareholders to accept it until July 27th at midnight (Frankfurt time).
Hugo Boss's board of directors and supervisory board unanimously recommended that shareholders reject the offer, classifying it as "financially inadequate" and alleging that the price does not reflect the intrinsic value or the medium- and long-term value creation potential of the company.
Frasers CEO Michael Murray, a member of Hugo Boss's supervisory board since 2025, did not participate in the board 's discussion of the offer.
Considering the closing price of €38.02 recorded on Monday (July 20th), the offer of €38 per share is, in practice, without any premium. The situation was different at the time the offer was announced, when the share was trading at €36.46.
Following the news, the shares jumped 9% in the next trading session, reaching an intraday high of €40.52, signaling some hope in the market that the offer would be improved – which did not materialize.
After Frasers set the price as final and Hugo Boss recommended rejecting it, the stock gave back its gains and spent the last few weeks sitting in the range between €37.50 and €38.
With the board recommending rejection, the board members themselves declaring they will not sell their shares, and the stock trading stuck at €38, the scenario being outlined is that Frasers will remain the dominant shareholder, with just over 30%, but without total control.
With the requirement fulfilled through the current offering, Frasers is free to continue buying shares on the open market from now on, without needing to launch a new mandatory offering — and without ever paying a control premium.
Dating for years
Frasers Group is already by far the largest shareholder of Hugo Boss. The British company began buying shares in the German fashion house in June 2020, but had never crossed the 30% mark that makes a takeover bid mandatory.
At the end of 2022, Frasers' total exposure to Hugo Boss exceeded 30%, but most of it was structured as put options, which do not confer voting rights and therefore do not count towards the trigger under German law.
The position was largely unwound throughout 2023, following the appreciation of the stock, and rebuilt from 2024 onwards, when Hugo Boss shares had accumulated a drop of more than 25% for the year.
Throughout this period, the relationship between the two companies went far beyond the shareholding position. Hugo Boss, sold in Frasers' premium retail chains, is described by Frasers itself, in the offer announcement, as "a key partner" and one of the five largest brands in the entire group.
In the offer announcement, Frasers also defined itself as a "long-term investor" and said it continues to support both CEO Daniel Grieder and chairman of the supervisory board, Stephan Sturm, in their growth strategy.
Mike Ashley style
Mike Ashley's aggressive trading style is a trademark. The British billionaire, who founded Sports Direct in 1982 and built a retail empire of around 1,500 stores in 20 countries, has a long history of acquiring retailers and fashion brands. He almost always buys when prices are low, paying the minimum possible and using the pressure of his existing shareholding as a bargaining tool.
This was the case with Mulberry, the British luxury handbag brand, in 2024, when Frasers made two offers in the range of cents per share – both rejected by the board. Frasers remains a major shareholder without control, holding approximately 37% of the capital.
At Asos, the group kept buying until it became the largest shareholder, but it stopped at 29.26% — deliberately below the 30% that, also according to British rules, would oblige it to make an offer for the entire company.
Ashley's combative style has even led to an episode of corporate espionage. In May of this year, in an interview with the Financial Times , the billionaire admitted to orchestrating, in 2021, the secret filming of a meeting between Peter Cowgill, then chairman of rival JD Sports, and the CEO of Footasylum, in a parking lot in Bury, England. The two companies were prohibited from exchanging sensitive information due to JD's attempt to buy Footasylum.
The video, recorded by Ashley's associates and leaked to the press, triggered an investigation by the British antitrust authority, fines of nearly £5 million, and Cowgill's downfall. According to the Financial Times , the executive even found tracking devices in his own car. Ashley showed no remorse: "He shouldn't have been in the parking lot, and maybe I shouldn't have been in the bushes."
