Australian apparel and footwear conglomerate Accent Group has issued a 70-page target statement that accuses British retail empire Frasers Group of attempting to increase its influence over Sports Direct without paying shareholders a control premium.
The claim sits at the heart of Accent's formal defence against Frasers' unsolicited takeover bid, with the retailer arguing Sports Direct ANZ has become a key driver of future value and that Frasers is uniquely positioned to understand its earnings potential through its existing commercial relationship.
This comes a year after Accent and Frasers signed a deal, allowing the Australian group to roll out Sports Direct across AU/NZ. The sporting retailer now has two stores operating in Australia – one in Fountain Gate, Victoria and another at Chatswood Chase in New South Wales – with six more expected to open by the end of the year.
The deal was initially supported by a shareholding sale between Frasers and Brett Blundy, with the Australian retail billionaire offloading his 14.65 per cent stake this time last year. Frasers has since crept up its shareholding to just over 22 per cent before launching its takeover bid on June 15, offering shareholders $0.65 per share.
Accent's shares have been hovering above 70 cents per share since Frasers launched its takeover bid.
Accent Group – which also manages the likes of Hoka, Platypus, Hype DC and Nude Lucy – established an Independent Board Committee (IBC) immediately after Frasers’ offer was announced, comprising all Accent directors other than Dave Forsey, who is an executive at Frasers Group and has a conflict of interest.
This eventuated in the release of a target statement today, which responds to many of Frasers Group’s assertions. This includes a clap back on Frasers’ issue over Accent issuing dividends despite the Australian group reporting a decline in earnings. In its initial statement, Frasers argued that Accent’s ability to declare dividends “will be further negatively impacted, and potentially to such an extent that dividends may not be payable at all.”
Accent’s IBC said this is speculation, adding that the Australian group has paid more than $500 million in fully franked dividends over the past 10 years, and pointing out that Frasers hasn’t paid a single dividend over the last 15 years.
In all its recent annual reports, Frasers' board told shareholders that it was in the best interests of the group and its shareholders to preserve financial flexibility and facilitate future investments and other growth opportunities. "The payment of dividends remains under review," the company shared in its 2025 annual report.
The IBC also argued that the 65-cent-per-share offer does not adequately value the business or its ‘Strategic Growth Plan’, which includes continued expansion of Sports Direct alongside growth across its broader retail portfolio.
According to the IBC, Frasers has significant visibility over the Sports Direct operation through the parties' long-standing commercial arrangements, including access to information relating to store performance and rollout plans. It said this positioned Frasers differently from other shareholders when assessing the value of the business.
Accent's IBC also claimed the timing of the takeover approach was opportunistic, stating the proposal had been made during a period of subdued consumer spending and before the expected benefits of its long-term growth initiatives had been reflected in earnings.
The committee highlighted that Frasers had previously acquired Accent shares at prices above the current offer, including purchases at $1.718 per share in 2025 and an average price above 92 cents per share earlier this year. Accent said those transactions were inconsistent with Frasers' current assessment of the company's value.
Accent is recommending shareholders reject the takeover offer, maintaining that the proposal materially undervalues the business and its future growth prospects.