Goldman, Sachs & Co. will serve as dealer manager for the tender offer. Innisfree M&A Incorporated will serve as information agent for the tender offer and Continental Stock Transfer & Trust Company, Jos. A. Bank's transfer agent, will serve as the depositary for the tender offer. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to stockholders of record and also will be made available for distribution to beneficial owners of the common stock of the Company.
None of the Company, its Board of Directors, the Dealer Manager, the Information Agent or the Depositary is making any recommendations to stockholders as to whether to tender or refrain from tendering their Shares into the tender offer. Stockholders must make their own decisions as to how many shares they will tender, if any. In so doing, stockholders should read and evaluate carefully the information in the Offer to Purchase and in the related Letter of Transmittal.
TENDER OFFER STATEMENT
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF JOS. A. BANK'S COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY WILL SHORTLY BE FILING WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER, AT THE TELEPHONE NUMBERS SET FORTH BELOW. STOCKHOLDERS AND INVESTORS WHO HAVE QUESTIONS OR NEED ASSISTANCE MAY CALL GOLDMAN, SACHS & CO. DIRECT AT (212) 902-1000 OR TOLL-FREE AT (800) 323-5678 OR INNISFREE M&A INCORPORATED TOLL-FREE AT (888) 750-5834 OR (212) 750-5833.
ABOUT THE COMPANY
Jos. A. Bank Clothiers, Inc., established in 1905, is one of the nation's leading designers, manufacturers, retailers and direct marketers of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 629 stores in 44 states and the District of Columbia, a nationwide catalog and an e-commerce website that can be accessed at
. The Company is headquartered in Hampstead, Md., and its common stock is listed on the NASDAQ under the symbol "JOSB." On February 13, 2014, Jos. A. Bank entered into an agreement to purchase Everest, the parent company of Eddie Bauer. Subject to adjustment as described in the Offer to Purchase, the aggregate consideration payable by Jos. A. Bank under the agreement is $545.0 million in cash and five million shares of common stock of the Company, payable upon the closing of the transaction. As discussed above, the tender offer is conditioned upon the closing of such acquisition.
This press release contains forward-looking statements and information about our current and future prospects and our operations and financial results, which are based on currently available information. The forward-looking statements include assumptions about our operations, such as cost control, market conditions, liquidity and financial condition. These statements also include assumptions about our previously announced proposed acquisition of Everest by Jos. A. Bank (including its advantages and disadvantages, potential synergies, results, effects and timing) that may or may not be realized.