Apparel and footwear conglomerate Accent Group has listed several reasons why its shareholders should reject the recent takeover bid by UK retail company Frasers Group.
This includes calling the offer materially inadequate and highly opportunistic, while arguing that Frasers is seeking control without paying a control premium.
Early last week, Frasers tabled its takeover bid, offering to acquire all Accent shares it does not already own for $0.65 per share.
In its bidder's statement, Frasers outlined a series of concerns regarding Accent's financial performance and capital management under chairman Lawrence Myers and the current management team. These included financial decisions, goodwill impairment issues, as well as pointing out the ASIC investigation into alleged insider trading by Accent personnel, including the chief executive officer.
Accent Group – which manages the likes of Hoka, Platypus, Hype DC and Nude Lucy – established an Independent Board Committee (IBC) immediately after the offer was announced, comprising all Accent directors other than Dave Forsey, who is an executive at Frasers Group and has a conflict of interest.
The IBC is now telling shareholders to reject the offer, citing several reasons. This includes taking issue with the buying price of $0.65 per share, saying it is now below Accent’s current share price of around $0.75, and that it does not factor in the company’s 2030 targets of $1.9 billion in sales, 9 per cent EBIT margin and around 950 stores.
The committee also called the offer “opportunistically timed”, given the current cyclical weakness in the discretionary consumer retail sector, and added that Frasers has paid a higher premium for shares over the last year, including $1.718 per share paid in May 2025.
According to the IBC, Frasers Group's objectives are to increase its holding and secure additional board representation and influence over Accent.
In its bidders statement, Frasers claimed it does not expect to achieve more than 90 per cent shareholding in Accent and that it is comfortable with a shareholding of less than 90 per cent if it achieves representation on the Accent Board proportionate to its ownership and is able to effect the changes it considers necessary.
“In the IBC’s view, the offer is an attempt to move towards control of Accent without offering shareholders any premium for that control,” IBC declared.
This comes a year after Frasers Group and Accent Group signed a deal, with Accent leading a national rollout of Frasers’ Sports Direct subsidiary across Australia.
The initial plan was for Accent to open at least 50 Sports Direct stores over the following six years.
This plan appears to have shifted in Accent’s recently shared 2030 Strategic Growth Plan, with the target now being eight stores by December 2026 and 30 stores within three years. Accent then noted a 50- to 100-store target “over time”.
“Frasers considers that, based on Accent’s own disclosures, Accent has not used all reasonable commercial endeavours to launch and operate the Sports Direct business in accordance with the initial roll‑out plan,” Frasers shared in its bidders statement.
Accent rejected these assertions.
“Frasers has been directly involved in the Sports Direct roll-out process from the outset,” the company declared. “At no time before lodging the Bidder’s Statement did Frasers raise with Accent any allegation that Accent had failed to use all reasonable commercial endeavours in relation to the roll-out.”
According to Accent’s independent committee, the UK company is seeking to increase its exposure to and control of Accent’s Sports Direct license, which the Australian conglomerate called a strategic asset and a core driver of its value opportunity.
“As the global operator of the Sports Direct brand and Accent’s strategic partner, Frasers is uniquely positioned to understand the medium-term strategic value and earnings potential of the Australian business,” Accent noted. “In the IBC’s opinion, Frasers is seeking to acquire this exposure from Accent shareholders without paying an appropriate premium.”
The IBC also noted that shareholders will lose exposure to any future price increases. Once they sell their shares to Frasers, they will not be able to withdraw that sale.