Accent Group has urged shareholders to reject Frasers Group’s A$390.8m (around £206million) takeover offer, describing the bid as “highly opportunistic”.

The Australian sports footwear retailer said its independent board committee had unanimously recommended investors take no action and not sell their shares into Frasers’ on-market bid.

Frasers, which is Accent’s largest shareholder, offered A$0.65 cash per share for the shares it does not already own.

However, Accent said the offer represented no premium to its closing share price before the bid was announced and was below its A$0.74 closing price last Friday.

The retailer said the offer was “materially inadequate” and did not reflect its strategic position, medium-term growth potential or the benefits expected from its 2030 growth plan.

The plan, announced in May, targets at least A$1.9bn in sales, a 9 per cent EBIT margin and around 950 stores by 2030.

Accent also claimed the timing of Frasers’ approach was opportunistic, arguing that it had come during a period of cyclical weakness in the discretionary retail sector.

The retailer said Frasers’ offer price was also below the prices the Sports Direct owner had previously paid for Accent shares, including A$1.718 per share under a subscription agreement in May 2025 and an average of more than A$0.92 per share in on-market purchases in February.

Accent’s board committee said Frasers was seeking greater influence over the business, including its Sports Direct ANZ operation, without paying an appropriate control premium.

The retailer added that shareholders who accept the offer could miss out on any future uplift in Accent’s strategy, any increase in the offer price or a rival proposal.

Frasers’ nominee on the Accent board, Dave Forsey, was not part of the independent committee due to a conflict of interest.

Accent said it would set out further detail in its target statement and keep shareholders updated.

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