Frasers Group has made a final push in its takeover bid for Accent Group, declaring its $0.65-per-share offer best and final and urging shareholders to sell.
The UK-based owner of Sports Direct has told the ASX that the offer for all the Accent shares it and its associates do not already own will not be increased.
Since announcing its offer on June 15, and extending it over the last few months, it appears none of Accent’s shareholders has budged on the offer.
Frasers noted that no competing proposal had emerged in the more than four months since the offer was announced, and that it considers the chance of one emerging now to be very low. The offer is unconditional, with shareholders who accept paid in cash two trading days later. It is scheduled to close on January 29, 2027.
Frasers also warned that Accent’s share price could fall after the offer closes, pointing out that Accent shares have closed between $0.65 and $0.66 since October 7. That is a shift from earlier in the stoush, when Accent pointed out that the offer price was still below its share price of $0.72 on August 11.
Historically, Accent’s shares have traded as high as $2.89 in mid 2021, and has traded above $0.65 between early 2015 up to earlier this year when it fell to $0.53 before Frasers launched its bid.
Frasers again criticised Accent’s capital management. It argued that Accent kept prioritising shareholder distributions during a period of material earnings pressure, higher borrowings and ongoing growth investment commitments, including under the Sports Direct retail agreement.
Frasers considers that approach neither sustainable nor prudent. It added that shareholders who hold on to their shares could be exposed to future dilution if Accent issues new securities, or to higher debt if Accent borrows more to fund future spending after its recent weak results.
The best and final declaration is the latest move in a takeover battle that began in June. Frasers first launched its bid for Accent, the company behind Hype DC, Platypus and The Athlete’s Foot, on June 15. Frasers and its associates held around 22.9 per cent of Accent at the time, and the most it could have to pay under the offer is $315,773,263, excluding transaction costs.
The original offer period ran until July 30. Frasers then extended it to September 30, before extending it a second time to January 29, without changing the offer price.
Accent’s independent board committee (IBC), made up of all Accent directors except Frasers executive Dave Forsey, told shareholders to reject the offer. The IBC argued that Frasers is trying to gain control without paying a control premium. Accent also noted that Frasers’ last on-market purchases of Accent shares, made between February 3 and 5, 2026, were at average prices above $0.90, well above the offer price. It also pointed to Frasers paying $1.718 per share in 2025.
Frasers asked the Takeovers Panel to step in, claiming Accent’s target statement contained arguments that were not soundly based or reasonable. The Panel ultimately declined to begin proceedings, after Accent issued a corrective statement to shareholders.
The stoush escalated after Accent’s FY26 results, when Frasers director Chris Wootton wrote to Accent chairman Lawrence Myers calling for him to resign.
“Accent and its shareholders deserve better,” Wootton said.
For FY26, Accent reported a 69.1 per cent drop in statutory EBIT to $34 million. The fall was driven by a non-cash impairment charge, losses from closed businesses, restructuring costs, and adviser costs related to Frasers’ takeover bid. The impairment charge was $48.6 million.
In September, Accent’s non-executive directors, excluding CEO Daniel Agostinelli and Forsey, volunteered to stand for re-election at the company’s upcoming AGM, putting the question of board composition to all shareholders. If the directors are re-elected and Frasers votes against Accent’s remuneration report, contributing to a second strike, a conditional resolution to spill the board would then go to shareholders.
At the time, Myers argued that Frasers had offered plenty of criticism but no detailed alternative strategy for the company.
“Frasers is not a neutral commentator,” Myers said.
Under a subscription agreement the two companies signed in April 2025, Frasers can request a second board nominee once its relevant interest reaches 26 per cent. The agreement also gave Accent the right to run Sports Direct locally for an initial 25-year term, with an initial plan for 50 stores over six years.