This post was originally published on this site.
Frasers Group has raised its stake in Hugo Boss to 50.08%, making the UK retail group the German luxury fashion company’s majority shareholder four months after launching a takeover offer that Hugo Boss’s boards urged shareholders to reject.
Hugo Boss is now set to become a Frasers subsidiary, and the company’s earnings, assets and liabilities are expected to be included in Frasers’ accounts, according to a statement to shareholders published by the retail group.
Frasers bought 198,666 Hugo Boss shares on 23 October for €7,630,761, or around €38.41 a share, which means it paid slightly more for this batch of shares than it did for the shares it had bought up until this point, at €38 a share. Frasers now holds 34,468,065 shares out of 68,821,052 in issue.
The retail group said its board views the purchase as being in the best interests of the company and its shareholders, although the nature of the deal meant the group did not need to seek approval from shareholders to complete the transaction.
Frasers could also be required to buy up to a further 21.87% of Hugo Boss under put option contracts, which give the holders the right to sell shares to the group. If all the options were exercised, Frasers would pay up to approximately €501.1 million (£427.5m). These shares are not included in its current 50.08% holding.
Unaudited illustrative financial calculations published by the retail group show that combined EBITDA for both businesses for the 52 weeks to 26 April 2026 would have been £1.5989 billion (€1.8743 billion). Frasers on its own generated £976.6 million, while Hugo Boss contributed €729.5 million (£622.3m) for the twelve months to 30 June.
Hugo Boss reported revenue of €1.81 billion in the first half of 2026.
“We have taken note of Frasers Group’s recent increase in its shareholding in HUGO BOSS. This is consistent with Frasers Group’s previously stated intention to increase its shareholding beyond the 50% threshold,” a spokesperson for the German luxury brand commented.
Minority shareholders and German governance limit control
Around 49.92% of Hugo Boss remains with other shareholders, and the shares continue to trade in Frankfurt. Under German law, the Managing Board runs the business day to day and reports to the Supervisory Board. Frasers flagged the issue in its announcement: “As a result, Frasers’ ability to influence Hugo Boss’ day-to-day business activities may be limited.”
“Compared to its previous shareholding of approximately 47–48% the recent increase does not materially change Frasers Group’s influence on HUGO BOSS or have any material impact on the company’s day-to-day operations,” a spokesperson for Hugo Boss added.
Yet Frasers already has a strong position on the Supervisory Board. Frasers Chief Executive Michael Murray became Chairman on 16 September, after Stephan Sturm stepped down following discussions with Frasers. The retail group has also reportedly considered installing Murray as the future Hugo Boss Chief Executive. Daniel Grieder currently holds that role.
Robert Palmer, Director of Frasers Group Financial Services Limited since 2022, is also expected to join the Supervisory Board as a second Frasers representative, provided the local court appoints him.
Another recent senior leadership change at Hugo Boss has seen Ivica Maric take over as Chief Financial Officer and Chief Operating Officer on 1 October, succeeding Yves Müller, who stepped down for personal reasons.
Frasers Group’s pathway to majority ownership of Hugo Boss
Frasers started building its position in Hugo Boss in 2020 before launching its €38-a-share offer in June. The offer valued the shares it did not already own at about €1.98 billion. Hugo Boss’s Managing Board and Supervisory Board unanimously recommended to reject the offer, backed by opinions from Bank of America and Goldman Sachs.
“Against this backdrop, we firmly believe that the offer price fails to capture the company’s intrinsic value and long-term potential,” Hugo Boss CEO Grieder said at the time.
By mid-August Frasers’ stake lifted to 47.89%, following shareholders accepting its offer price. Hugo Boss then brought its €200 million share buyback to an early close, citing Frasers’ intention to cross 50%. The 195,115 shares already repurchased were cancelled on 6 October.
Frasers takes control at a weaker point in Hugo Boss’s trading. Currency-adjusted sales fell 9% in the second quarter and 8% in the first half, and second-quarter EBIT was €59 million. The group reaffirmed its forecast for a mid- to high-single-digit decline in currency-adjusted annual sales and EBIT of €300 million to €350 million.
The deal follows Frasers’ acquisition of Harvey Nichols in August and the launch earlier this month of Frasers Group Luxury. That strategy brings Flannels, Harvey Nichols and The Webster together with the group’s brand investments, including Hugo Boss.