Accent Group Ltd (ASX: AX1) shares are in focus on Monday after the footwear and apparel retailer responded to Frasers Group's takeover offer.
At the time of writing, the Accent share price is down 0.68% at 73.5 cents.
That means the stock is still up almost 40% over the past month, although it remains around 20% lower since the start of 2026.
So, what did Accent have to say?
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Accent tells shareholders to reject the offer
In a statement to the ASX, Accent said its Independent Board Committee has unanimously recommended that shareholders reject Frasers' unsolicited on-market takeover offer.
Frasers is offering 65 cents cash per share for the Accent shares it doesn't already own.
However, Accent has told shareholders to take no action and not sell into the offer.
The company warned that shareholders who accept the offer would miss out on any future upside from its strategy. They could also miss out on any higher offer from Frasers or another proposal that may come along.
Accent said it plans to set out the full reasons for its recommendation in its target's statement.
Why did the board say no?
There were a few reasons for knocking back the offer.
Firstly, Accent said the 65 cents offer does not include a premium. It is equal to the last closing price before the offer was announced and below Friday's closing price of 74 cents.
It also described the offer as materially inadequate. In the board's view, it does not properly reflect the company's strategic position, medium-term growth plans, or the benefits expected from its cost and trading program.
Furthermore, Accent took a bit of an issue with the timing.
It said the offer has landed during a weak period in the discretionary retail cycle, after its share price had already fallen over the past 12 months.
The board also pointed out that Frasers has previously paid much higher prices for Accent shares. This included $1.718 per share under a subscription agreement in May 2025 and an average price above 92 cents for on-market purchases in February.
Why Sports Direct is caught in the middle
There appears to be a lot of the disagreement on Sports Direct.
Accent pushed back on the idea that Frasers should gain more control without paying a proper control premium.
According to the company, Frasers has made clear that one of its goals is to increase its holding and gain influence over the board.
Frasers is also looking for more involvement in the Sports Direct ANZ business, which Accent described as a key strategic asset and a core part of its growth plans.
The board disagrees with a number of claims made by Frasers about Accent's board and management, including around the Sports Direct roll-out and communication between the two companies.
What happens from here?
Shareholders will now be waiting for Accent's target's statement, which should provide more detail on the board's view.
And while the takeover bid has helped support the share price, Accent is clearly arguing that 65 cents is not enough.
Now the next question is whether Frasers comes back with a better offer or digs its heels in for a longer takeover fight.
