Hugo Boss on Thursday urged shareholders to reject Frasers Group's €38-a-share takeover bid, saying the €2 billion offer undervalues the German fashion house.
"The offer does not reflect Hugo Boss' standalone prospects and future value creation potential," the managing and supervisory boards said in a statement.
The €38 offer price equals the statutory minimum under German takeover law, based on the highest price Frasers paid in the six months before the offer, representing just a 4.3% premium. Frasers, which holds about 26% of Hugo Boss, launched the bid to push its stake beyond 30%, the threshold that triggers a mandatory full acquisition offer under German regulations.
Hugo Boss shares have fallen roughly 50% from three years ago as CEO Daniel Grieder's turnaround plan runs into weakening consumer demand. The company's "Claim 5 Touchdown" strategy targets a 12% EBIT margin and about €300 million in average annual free cash flow through 2028.
Grieder, who took the helm five years ago, aimed to make Hugo Boss a global leader, but his expansion plans coincided with a post-pandemic demand slowdown amid surging inflation. The company is revamping stores, streamlining its product range and expanding its women's wear offering to revive growth.
JPMorgan analysts said the bid likely sets a near-term floor for the stock but saw limited room for further upside and did not expect a rival bidder to emerge. Hugo Boss shares were roughly flat in European trading by 08:18 GMT on Thursday.
The rejection sets up a potential showdown between Hugo Boss management and its largest shareholder. Investors will watch whether Frasers raises its offer or takes its case directly to shareholders in the coming weeks.
This article is for informational purposes only and does not constitute investment advice.