The decision was disclosed in a formal notice to the Oslo Stock Exchange on 20 February 2024, citing insufficient backing from XXL’s shareholders as the key factor for halting its takeover attempt.
In the filing, Frasers Group said: “Through correspondence with XXL, Frasers has been informed that XXL’s other large shareholders would not accept the intended offer if made. As a result, Frasers has concluded that the condition requiring acceptance of the intended offer by a sufficient number of shareholders to ensure Frasers would hold more than 50% of XXL’s shares and votes on a fully diluted and converted basis would not be fulfilled. Against this background, Frasers has decided not to proceed with the intended offer.”
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In December last year, Frasers Group proposed to purchase all outstanding shares it did not already possess in XXL against a backdrop of internal debates over the company’s financial recovery plan.
Frasers Group CEO Michael Murray at the time said: “Our strategic vision and industry experience position us uniquely to help XXL navigate its current challenges. We are committed to ensuring that XXL reaches its full potential.”
The company offered NOK10 ($0.89) per share, valuing the XXL at roughly NOK246m ($22.03m) as of 6 December.
Sports Direct and House of Frasers brands owner, Frasers Group holds a 32.5% stake in voting rights and a 25.8% share of issued capital in XXL, making it the second largest shareholder.
Altor holds the position as the largest shareholder with a 45.9% stake and 33.3% in ordinary voting rights.
XXL is renowned for its extensive product offerings catering to sports enthusiasts and outdoor activities such as biking, hunting, skiing, among others.
The company operates a network of more than 85 stores across Norway, Sweden, and Finland and maintains a strong online presence. With a dedicated workforce exceeding 4,000 employees, XXL is a significant force in the Nordic retail market.
In November last year, Frasers Group revealed expansion in South Africa and Namibia’s sports and outdoor retail market by finalising a deal to purchase South African retailer Holdsport.
In January, Stakeholders in Boohoo Group rejected a proposal initiated by Frasers Group, which sought to remove Mahmud Kamani, co-founder and executive vice-chair of the digital fashion company, from his position.
