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Jos. A. Bank Confirms Proposal To Acquire Men's Wearhouse For $48 Per Share In Cash

Douglas S. Ewert Chief Executive Officer The Men's Wearhouse, Inc. 6380 Rogerdale Road Houston, TX  77072

Dear Doug:

It was a pleasure speaking with you today — thank you for taking my call.  We have been in the same industry for many years, and it was nice to finally meet you, if only by phone.  I have always had a tremendous amount of respect and admiration for your company, your people, the quality of your brand and the success of your business model. In many ways, this foundation of respect for the business and talent within your organization is what led us to consider and now present you with the proposal I described on the phone.  As we discussed, on behalf of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank"), I am pleased to send this letter summarizing our proposal to acquire The Men's Wearhouse, Inc. (the "Company" or "Men's Wearhouse") in an all-cash acquisition of 100% of the Company's outstanding shares (the "Transaction").

We believe that Men's Wearhouse and Jos. A. Bank are ideal partners — the strategic wisdom of this Transaction is compelling.  By combining our two companies, we can together create the best men's apparel and sportswear designer, manufacturer and retailer in the U.S. We believe that a combination would leverage and enhance Jos. A. Bank's and Men's Wearhouse's complementary market positioning because our two companies can better serve all customers with an impressive portfolio of branded men's apparel and sportswear at various price points. In addition to capturing operating synergies, the combined company would offer a larger platform from which we can together optimize and expand our real estate footprint, strengthen our merchandising and sourcing capabilities, and enhance our omni-channel strategies in a rapidly evolving retail landscape.

From a professional standpoint, the management and employees of both companies should find the combination compelling as well.  The philosophy of Jos. A. Bank has always been to provide opportunities for the most qualified of our managers and associates. We also believe in a strong corporate culture where employees are treated with respect and offered a chance to excel at their jobs.  After all, we are in a service business where our sales associates and field personnel are ultimately responsible for the quality and success of our customer interactions. Our approach to managing our human capital will not change if we combine our two great companies.

Stock quotes in this article: JOSB 

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