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Proposal Would Provide Men's Wearhouse Shareholders a Significant Premium
$2.3 Billion, All-Cash Transaction Would Create Leading Men's Apparel Designer, Manufacturer and Retailer in the U.S.
Acquisition Would be Immediately and Significantly Accretive to Jos. A. Bank Earnings
Golden Gate Capital to Partner with Jos. A. Bank
HAMPSTEAD, Md., Oct. 9, 2013 (GLOBE NEWSWIRE) -- In response to inquiries following news reports of discussions with The Men's Wearhouse, Inc. (NYSE:MW) about a possible business combination, Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today confirmed that it has made a non-binding proposal to acquire all of the outstanding shares of Men's Wearhouse for $48 per share in cash, representing a total equity value of approximately $2.3 billion, in a negotiated transaction. The proposal represents an approximate 42% premium to the closing price of Men's Wearhouse common stock on September 17, 2013, the day before Jos. A. Bank made the proposal to Men's Wearhouse in a telephone call and follow-up letter, which is below, from Robert N. Wildrick, Chairman of the Board of Jos. A. Bank, to Douglas S. Ewert, Chief Executive Officer of Men's Wearhouse. Men's Wearhouse has advised Jos. A. Bank that it is reviewing the proposal.
"We are hopeful that Men's Wearhouse's Board will accept our proposal," said Mr. Wildrick, Chairman of the Board of Jos. A. Bank. "We believe Men's Wearhouse's shareholders would want their Board to explore with us the immediate and certain value they would receive in a transaction. We have always admired Men's Wearhouse and believe these two great companies, when combined, will create continued growth and sustainable value for our shareholders, greatly enhanced benefits for our customers, and exciting opportunities for our employees."
The transaction is expected to be funded by a combination of cash on Jos. A. Bank's balance sheet, new equity capital and debt financing. The new equity will be provided by Golden Gate Capital, a leading private equity firm. Goldman, Sachs & Co. has informed Jos. A. Bank that, subject to customary terms and conditions, it is highly confident that the debt financing can be obtained in the capital markets.