Hugo Boss rejected Frasers' £2.3bn takeover bid, describing the offer as inadequate and at the statutory minimum.
The board said the price fails to reflect the company's value and future potential.
The proposal valued the company at €2.7bn, or €38 per share.
Current trading levels exceed the offered price.
Frasers holds a 26% stake and, after exceeding the 30% threshold under German takeover rules, must extend an offer to all shareholders.
The bid was presented as a legal formality to increase its holding.
Hugo Boss concluded that the price does not reflect its value or future potential.
The board determined the offer is financially inadequate.
Chairman Stephan Sturm said the offer price is financially inadequate and fails to capture the company’s prospects.
He recommended that shareholders reject the bid.
Mike Ashley, who controls 74% of Frasers, has built the stake since 2020 as part of an expansion strategy.
The strategy now spans luxury and lifestyle brands.
The episode illustrates that a sizable minority position can generate influence before control.
Lowball bids often meet resistance from target boards.
Hugo Boss remains Germany’s leading luxury brand with no price movement in its shares.
Shareholders have until 27 July to decide on the offer.
