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Jos. A. Bank Board Rejects $63.50 Per Share Tender Offer; Agrees To Meet With The Men's Wearhouse-Willing To Consider A Higher Price

It further stated that the financing for the Jos. A. Bank acquisition of Everest is proceeding on track, and that the Company expects to market and place the high yield bonds promptly. The bridge loan committed to by Goldman Sachs remains fully committed and, subject to its terms and conditions, will be available to Jos. A. Bank to finance the Everest transaction.

As a separate matter, Jos. A. Bank continues to provide additional information regarding its operations and detailed information on competitive dynamics in the markets in which it competes with Men's Wearhouse to the FTC in response to the previously disclosed second request Jos. A. Bank received from the FTC on February 12, 2014 relating to the tender offer by Men's Wearhouse for Jos. A. Bank.

The full text of the letter sent to Mr. Ewert follows:

February 27, 2014

Douglas S. Ewert

Chief Executive Officer

The Men's Wearhouse, Inc.

6380 Rogerdale Road

Houston, TX 77072

Dear Doug:

I am writing on behalf of the Board of Directors of Jos. A. Bank Clothiers, Inc. in response to the press release issued by The Men's Wearhouse on February 24, 2014 and the related Schedule TO amendment filed by MW with the Securities and Exchange Commission. The Board has met twice this week to review your revised offer carefully, including with its financial and legal advisors, and that review is ongoing.

The Jos. A. Bank Board has acted in a very careful, thorough and focused manner to evaluate which of various strategic alternatives would create the greatest value for shareholders and serve the best interests of shareholders. Given the careful attention our Board has paid to maximizing shareholder value, we strongly disagree with your characterization of our Board's actions. Our Board continues to believe that significant value will be created for our shareholders in our proposed acquisition of Eddie Bauer and the related issuer tender offer. We are also mindful that, unlike Men's Wearhouse's proposal, there is no antitrust or other significant obstacle to completing that transaction. 

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