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Men's Wearhouse Sweetens Jos. A. Bank Bid

NEW YORK (The Deal) -- Men's Wearhouse (MW) on Monday sweetened its bid for Jos. A. Bank Clothiers (JOSB) serving notice that it was not abandoning its pursuit despite the target's plan to acquire Eddie Bauer.

Fremont, Calif.-based Men's Wearhouse said it was increasing its cash offer to $63.50 per share, or $1.78 billion, and said it could sweeten it further to $65 per share, or $1.82 billion, should Jos. A. Bank end its Eddie Bauer deal and allow due diligence. Men's Wearhouse is also continuing its campaign to replace two Jos. A. Bank directors.

The two men's apparel companies have been sparing for about a year. Hampstead, Md.-based Jos. A. Bank launched the battle with a $2.3 billion for the larger Men's Wearhouse but walked away after the bid failed to spark negotiations. Men's Wearhouse returned later in the year with a $57.50 per share offer Jos. A. Bank has called "inadequate and opportunistic."

Jos. A. Bank earlier in February found an alternative to merging with Men's Wearhouse, announcing plans to acquire Eddie Bauer from Golden Gate Capital for $825 million. Along with the deal Bank said it would commence a tender offer to buy back about 16.4% of its shares for $65 apiece.

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Men's Wearhouse CEO Doug Ewert in a statement said that his company would be willing to discuss altering the offer to include both cash and stock should Jos. A. Bank shareholders demand it, urging the target's board to come to the table for negotiations.

"We have had extensive dialogue with shareholders of both companies over the last several months and have received widespread support for this transaction," said Ewert. "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."

Eminence Capital, a 4.9% Jos. A. Bank shareholder, said Monday that the improved bid "represents a superior alternative for Jos. A. Bank shareholders compared to remaining independent and acquiring Eddie Bauer."

Men's Wearhouse said that its $65 per share offer was only possible should Jos. A. Bank get out of the Eddie Bauer deal for less than $48 million.

"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," Ewert said. "We are confident that a transaction with Men's Wearhouse will create greater value for Jos. A. Bank shareholders than the Eddie Bauer transaction."

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