Feb. 24, 2014
The Men's Wearhouse (NYSE: MW) today announced that it has increased its cash tender offer for all outstanding shares of Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB) to
per share from
per share. Expiration of the amended tender offer has been moved up to
New York City
Wednesday, March 12, 2014
, unless the offer is extended.
Men's Wearhouse strongly encourages Jos. A. Bank shareholders to tender their shares by the
expiration date to demonstrate support for a negotiated transaction with Men's Wearhouse. Men's Wearhouse believes that shareholder support is critical in bringing about a successful combination of the two companies.
Men's Wearhouse could potentially increase its offer price to
per share if it is able to conduct limited due diligence (subject to an appropriate confidentiality agreement), with access to Jos. A. Bank's management team. In addition, the amended offer is conditioned on termination of Jos. A. Bank's recently announced agreement to acquire Eddie Bauer, and Men's Wearhouse will increase the aggregate consideration to be paid to the Jos. A. Bank stockholders dollar-for-dollar to the extent Jos. A. Bank is able to terminate the Eddie Bauer purchase agreement for less than
in termination fees (less any other expense or fee reimbursement paid by Jos. A. Bank in connection with such termination).
, President and Chief Executive Officer of Men's Wearhouse, said, "We urge the Jos.
A. Bank Board
of Directors to immediately engage in negotiations with Men's Wearhouse so we can capitalize on the opportunity we have to enter into a transaction that creates significant value for shareholders of both companies. Our increased cash offer would provide Jos. A. Bank shareholders with a substantial premium and immediate and certain value, and we are prepared to further increase our offer price on the basis of limited due diligence. Moreover, as part of those negotiations, we would be willing to discuss offering Jos. A. Bank shareholders the opportunity to participate in the upside of a combination through an election to receive Men's Wearhouse stock for a portion of the consideration we are offering. We have had extensive dialogue with shareholders of both companies over the last several months and have received widespread support for this transaction. We are committed to making the exciting combination of our companies a reality, and we call on the Jos.
A. Bank Board
to act in the best interests of their shareholders and begin discussions with us immediately."
Mr. Ewert continued, "We hope the Jos.
A. Bank Board
of Directors will take the responsible step for Jos. A. Bank shareholders and promptly terminate the Eddie Bauer agreement. We are confident that a transaction with Men's Wearhouse will create greater value for Jos. A. Bank shareholders than the Eddie Bauer transaction."
The Men's Wearhouse offer represents a 60% premium over Jos. A. Bank's unaffected enterprise value and a 52% premium over Jos. A. Bank's closing share price on
October 8, 2013
, the day prior to the public announcement of Jos. A. Bank's proposal to acquire Men's Wearhouse. Further, the transaction represents a 9.7x enterprise value to last twelve months ("LTM") Adjusted EBITDA multiple (assuming an estimated
of Adjusted EBITDA for Jos. A. Bank's fiscal 2013 ending
, 2014), which is a significant premium to Jos. A. Bank's proposal to acquire Men's Wearhouse.
The Men's Wearhouse also announced that it has amended and restated its Offer to Purchase Jos. A. Bank dated as of
, 2014. In addition to termination of the Eddie Bauer agreement, the amended and restated offer is conditioned on there being validly tendered and not withdrawn at least 90% of the total number of Jos. A. Bank shares outstanding on a fully diluted basis, the Jos.
A. Bank Board
of Directors redeeming or invalidating its "poison pill" shareholder rights plan, and the receipt of regulatory approvals and customary closing conditions. The offer is no longer conditioned on execution of a definitive merger agreement with Jos. A. Bank.
Consummation of the amended and restated offer is not conditioned upon any financing arrangements or subject to a financing condition. The full terms, conditions and other details of the tender offer are set forth in the amended offering documents that Men's Wearhouse will be filing today with the Securities and Exchange Commission.