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Purchase Price based on Enterprise Value of $825 Million, Consisting of Cash and Newly Issued Common Stock of Jos. A. Bank Plus a Potential Earn-Out of $50 Million Based on Eddie Bauer's 2014 EBITDA Performance
Combination Creates Substantial Opportunities for Growth and Synergies While Allowing Two Iconic American Brands To Share Core Competencies and Demographically Similar Customer Bases
Acquisition Expected to be Immediately Accretive to Jos. A. Bank EPS, with Potential for Substantial Accretion in 2015 and Beyond
Leading Private Equity Firm Golden Gate Capital, which Owns Eddie Bauer, to Become Significant Jos. A. Bank Shareholder
Jos. A. Bank To Promptly Commence a Self-Tender Offer for Up to 16.4% of its Outstanding Shares at $65 Per Share to Return Capital to Shareholders
HAMPSTEAD, Md. and BELLEVUE, Wash., Feb. 14, 2014 (GLOBE NEWSWIRE) -- Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) ("Jos. A. Bank" or the "Company") and Golden Gate Capital ("Golden Gate") today announced that Jos. A. Bank has entered into a definitive agreement with Everest Topco LLC ("Everest Topco"), a portfolio company of Golden Gate, under which Jos. A. Bank will acquire Everest Holdings LLC ("Everest"), parent company of the Eddie Bauer brand.
Issuer Tender Offer:The Company also announced that it will promptly commence an issuer tender offer to acquire up to 4.6 million of its common shares, or 16.4% of its outstanding shares, at a price of $65 per share, or an aggregate of up to $300 million. The issuer tender offer is conditioned on, and would close promptly following completion of, the Eddie Bauer acquisition.
Terms of Acquisition:The purchase price for Eddie Bauer consists of a combination of $564 million in cash and approximately 4.7 million new shares of common stock of Jos. A. Bank, issued to Everest Topco at $56 per share, a premium to the pre-announcement share price. The final share count is subject to adjustment based on the number of shares tendered in the issuer tender offer. Everest Topco will also have the right to earn up to an additional $50 million in cash based on Eddie Bauer's EBITDA for fiscal 2014. The purchase price represents a multiple of approximately 1x 2013E revenue and 9.5x 2013E Adjusted EBITDA, including $25 million of potential pro forma synergies.
Under the terms of the Agreement, Jos. A. Bank will have the right to terminate its agreement to acquire Eddie Bauer in the event an unsolicited offer is made to acquire Jos. A. Bank that the Company's Board determines would reasonably be expected to create greater value for Jos. A. Bank's shareholders than the Eddie Bauer transaction and issuer tender offer.