Frasers Group is offering 65 cents a share for Accent Group in an on-market takeover offer that values the Platypus, Hype DC and The Athlete's Foot owner at $390 million.
Accent Group shares, which closed at 65 cents on Friday, jumped almost 12 per cent to 73 cents by noon on Monday.
Frasers owns the UK-based sporting goods giant Sports Direct, which Accent began launching in Australia in 2025 in partnership with Frasers as part of what was initially going to be a 50-store rollout over six years.
That target was downgraded in May to eight stores by December and 30 stores within three years, with the 50-store goal deferred to an undefined time frame, apparently disappointing Frasers executives.
Frasers chief financial officer Christopher Wootton said the UK company had significant concerns about Accent's strategic direction and performance.
"The company's recent financial performance, its capital management, and its approach to future growth has been the catalyst for the decision to launch a takeover offer," he said in a statement provided to AAP.
Accent has prioritised shareholder distributions at a time of declining earnings, increased borrowings and ongoing growth investment obligations, Frasers said.
The British company has concerns about Accent's strategic direction and performance under its chairman, Lawrence Myers, and the incumbent management team.
"Frasers has made repeated attempts to engage constructively with the company and board in relation to our concerns, but we have received no meaningful response," it said.
Frasers already owns 22.9 per cent of Accent Group - which it acquired at an average price of 90 cents - and has one seat on its board.
Under the terms of its April 2025 partnership agreement, Frasers would get the right to nominate another board director if its shareholdings reach 26 per cent.
But under the Corporations Act, Frasers must launch a formal takeover offer to acquire more shares because its interest in Accent already exceeds 20 per cent.
"The objective of the offer is therefore to at least reach this ownership level, seek the additional board influence and effect the necessary changes to protect against any further destruction in the value of Frasers' investment in Accent," Frasers said in its bidder's statement.
Frasers said it doesn't expect its bid to win total control of the company.
Accent's board is considering the offer and has told shareholders to take no action, noting the offer price represents no premium to Friday's closing price.
AAP has approached Accent for further comment.
RBC Capital Markets analyst Jackie Moody believes there's some validity to Frasers' concerns.
"While shareholders may agree with Frasers' assessment, we believe the structure of the deal is unlikely to appeal," Ms Moody said, noting that no-premium takeover offers were rarely successful.
Frasers last week made a €1.98bn ($3.2 billion) takeover offer for Hugo Boss, the German fashion brand.
Frasers, which has a market capitalisation of £3.6 billion ($6.8 billion), already owns a quarter-stake in the company.
