Frasers Group has tabled an application with the Australian Government’s Takeovers Panel, calling for action against Accent Group’s official response to the takeover bid launched by the Sports Direct owner last month.
The Takeovers Panel acknowledged the application but has yet to take any steps.
On June 15, Frasers launched a takeover bid offer to Accent shareholders, with an offer price of $0.65 per share. A week later, Accent released a director’s statement, telling shareholders to reject the offer.
In the statement, Accent told shareholders the offer price is “materially inadequate and does not appropriately reflect Accent’s strategic position, medium‑term growth potential or the benefits expected from Accent’s 2030 Strategic Growth Plan announced on 13 May 2026, targeting at least $1.9 billion in sales, 9% EBIT margin and ~950 stores by 2030.”
“Importantly, the Offer Price does not factor in the upside benefits of the initiatives within Accent’s 2030 Strategic Growth Plan that are in the process of being implemented and are yet to be realised,” the statement noted.
Then, on June 29, Accent Group shared its official Target’s Statement, which included the same arguments, alongside other challenges. This includes highlighting that Frasers’ offer price is now lower than Accent’s current share price of $0.72; questioning Frasers’ timing of the offer during a tough trading environment for fashion and footwear retailers; past trading prices of Accent; and the prices paid by Frasers earlier this year for Accent shares, including purchases at $1.718 per share in 2025 and an average price above 92 cents per share earlier this year.
According to Frasers, both of Accent’s statements do not share clearly disclosed reasons that are soundly based and reasonable.
Frasers has also spotlighted the other areas, claiming they do not substantiate the undervalue statements and have the potential to mislead Accent shareholders if presented in the “unqualified manner” in which they have been presented.
Frasers thinks the statements have the effect, or are likely to have the effect, of reducing the likelihood of acceptances of the Offer. The offer has been running since July 1, with no notable transactions being shared by Accent in that time.
Frasers also submitted that the circumstances give rise to a market in Accent shares which is not efficient, competitive and informed and Accent shareholders have not been provided with sufficient information to assess the offer; and that the Target’s Statement in particular contains statements which are misleading, or misleading by omission, in contravention of section 670A1 and that Accent has failed to ensure the Target’s Statement contains all information that Accent shareholders would reasonably require contrary to section 638.
Frasers does not seek any interim orders, but is calling for Accent to lodge a supplementary Target’s Statement in a form approved by the Takeovers Panel, with additional disclosure regarding the undervalue statements.
In the alternative, or if the Takeover Panel considers it appropriate, Frasers wants Accent to appoint an independent expert to prepare a report on whether the offer is fair and reasonable.
A sitting Panel has not been appointed at this stage, and no decision has been made whether to conduct proceedings. The Panel made no comment on the merits of the application.
In a quick response, Accent maintained its rejection stance, telling shareholders to take no action with Frasers' offer.
"Accent will keep shareholders informed in accordance with its continuous disclosure obligations," Accent shared. "The Independent Board Committee (IBC) refers shareholders to the target statement that was lodged by Accent and sent to shareholders on 29 June 2026 (Target Statement)."