Hugo Boss urges shareholders to reject Frasers' 'inadequate' bid

BERLIN, July 9 (Reuters) - German fashion brand Hugo Boss on Thursday urged shareholders not to accept a €2 billion ($2.3 billion) takeover offer from Britain's Frasers Group, saying it was "financially inadequate".

The company said the €38-per-share cash offer — a premium of just 4.3% to the share price when it was announced — reflected the legally required minimum price for Frasers to raise its stake rather than Hugo Boss' intrinsic value or potential.

"Hugo Boss has a well-defined strategy, a strong financial profile, and a compelling path to superior long-term value creation," CEO Daniel Grieder said in a statement.

Shares in the maker of men's suits and casualwear were little changed at around 1000 GMT, trading just below €38. The stock briefly jumped in early June after Frasers announced its bid, but remains about 50% below its July 2023 level.

"The nature of the offer was highly tactical" and "destined to face stiff resistance," said Felix Jonathan Dennl, an analyst at Frankfurt-based Metzler.

He added Hugo Boss management had the backing of two independent financial institutions and a mandate to reject the bid.

UNFULFILLED HOPES

Grieder, who took over five years ago, set out to turn Hugo Boss into a leading global brand. But his expansion plans coincided with a post-pandemic slowdown in consumer demand as inflation surged.

Hugo Boss missed Grieder's pledge to return to pre-pandemic margins by 2025 and reported a 1% drop in sales last year, which it blamed on weak consumer demand in Britain and China.

In December, the company cut its 2026 operating profit forecast and launched a new strategy through 2028, dubbed "Claim 5 Touchdown". The plan aims to improve efficiency in its stores, focus on faster-growing categories such as shoes and accessories, and expand in womenswear.

Frasers, which owns about 26% of Hugo Boss, launched the bid to raise its stake above 30% — the threshold at which German regulations require it to make a full takeover offer to other shareholders.

The offer price is "less a statement of valuation and more the mechanical extension of an accumulation strategy", Citi said in a note.

Dennl said Frasers' low-premium offer preserved its strategic flexibility, leaving open the possibility of increasing its stake further without triggering a new takeover bid.

"While Hugo Boss' management successfully held the line today, the pressure has intensified on CEO Daniel Grieder to demonstrate that the 'Claim 5 Touchdown' strategy can restore both top- and bottom-line growth in an increasingly volatile retail environment," Dennl said.

($1 = 0.8747 euros)

(Writing by Alessandro Parodi, Miranda Murray and Helen Reid. Editing by Linda Pasquini, Jan Harvey and Mark Potter)