Accent Group rejects Frasers Group's 'opportunistic and inadequate' takeover bid
Accent Group, the Australian footwear and lifestyle retail group, in an initial response, has rejected Frasers Group's "unsolicited, highly opportunistic" takeover bid from 15 June.
Following Frasers' initial bid of A$0.65 cash per share for stock that the company does not already own, Accent Group formed an Independent Board Committee, which unanimously recommended that shareholders take no action and not sell into the bid. The bid values the target shares at A$390.8 million (around £206 million).
Accent's committee excluded Frasers nominee director Dave Forsey due to a conflict of interest. This follows an initial announcement form 15 June, in which the Victoria-based Accent Group said its board was weighing up the offer.
A 'materially inadequate' bid
The committee cited several reasons for rejecting Frasers Group's offer, starting with the argument that the offer price was "materially inadequate".
At A$0.65, the bid matched Accent's last closing price before it was announced on 15 June. However, by 26 June, the last practicable date before the target's statement, Accent shares had traded up to a close of A$0.71.
Accent also highlighted Frasers' earlier purchases. Via a subscription agreement in May 2025, Frasers paid A$1.718 per share. Its on-market buying in February 2026 averaged more than A$0.92 per share. The committee said Frasers was now asking other shareholders to sell at a price well below what it had itself paid.
Control without a premium
The committee also said Frasers was trying to gain more influence over Accent without paying a control premium. In its bidder's statement, Frasers said it "does not expect to achieve more than 90% and in such a case is comfortable with a shareholding of less than 90% if it achieves representation on the Accent Board proportionate to its ownership and is able to effect the changes it considers necessary".
Accent said Frasers' immediate goal was to increase its voting power to at least 26%, a level that would, under the subscription agreement, allow it to ask for an additional nominee director.
The committee argued that Frasers, already the largest shareholder with a stake of nearly 23%, was seeking to boost its exposure to Accent's Sports Direct ANZ business, which the committee described as a key strategic asset and core value driver. Accent said that, as the global operator of the Sports Direct brand, Frasers is uniquely placed to understand the medium-term earnings potential of the Australian operation.
Growth plan and timing
Accent said the bid was "highly opportunistic" and came at a time of cyclical weakness in discretionary retail that had pushed share prices lower across the sector over the past 12 months.
The offer, the committee said, overlooked the upside from initiatives in its 2030 Strategic Growth Plan, announced on 13 May 2026, which targets at least A$1.9 billion in sales, a 9% EBIT margin and approximately 950 stores by 2030. The company has identified roughly A$40 million of gross cost savings through FY28 and plans up to 20 new store openings a year.
What happens next
The offer period is scheduled to run from 30 June to 30 July unless extended or withdrawn. For now, it is unclear if Frasers Group will follow-up with a new offer. Frasers Group's takeover offer for Accent Group followed shortly after its bid for a majority stake in German luxury fashion brand Hugo Boss, valued at €1,925.4 million (£1,683.0 million).
