February 28, 2014 Robert N. WildrickChairman of the Board of DirectorsJos. A. Bank Clothiers, Inc. 251 Royal Palm Way, Suite 101 Palm Beach, FL 33480 Dear Robert: Thank you for your letter dated February 27th. As you know, the Men's Wearhouse Board believes that the acquisition of Jos. A. Bank by Men's Wearhouse has strategic logic and the potential to deliver substantial benefits to our respective shareholders, employees and customers. We look forward to working collaboratively with the Jos. A. Bank Board and management to effect this combination which would provide your shareholders with a substantial premium and immediate value. We are prepared to meet with you to begin discussions regarding our proposal to acquire all of the outstanding shares of Jos. A. Bank. We would be happy to discuss with you at our meeting the specific topics that you raised in your letter, as set forth more particularly below:As previously announced on February 24, 2014, Men's Wearhouse commenced a cash tender offer to acquire all outstanding shares of Jos. A. Bank Clothiers, Inc. for $63.50 per share. The tender offer is scheduled to expire at 5:00 p.m., New York City time on Friday, March 12, 2014, unless the offer is extended. Consummation of the 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 offering documents that Men's Wearhouse have been filed with the Securities and Exchange Commission. BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as legal advisor. Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of men's apparel with 1,133 stores. The Men's Wearhouse, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Men's Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of women's apparel. Tuxedo rentals are available in the Men's Wearhouse, Moores and Men's Wearhouse and Tux stores. Additionally, Men's Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom. Investors can find additional information at http://ir.menswearhouse.com/.
We look forward to reaching a transaction that creates value for all of our shareholders. On Behalf of the Board of Directors of The Men's Wearhouse, Inc., Douglas S. EwertPresident, Chief Executive Officer and Directorcc: BofA Merrill Lynch J.P. Morgan Securities LLC Willkie Farr & Gallagher LLP
- Due Diligence. A due diligence request list (updated from what we previously had sent to you on November 26, 2013) setting forth the limited information that we need to review in connection with our proposal will be sent to you later today. In addition, we will forward a confidentiality agreement incorporating certain changes from the draft you proposed. Our advisors will be in touch to begin scheduling meetings with your senior executives.
- Transaction Structure. We understand from your advisors that you currently have a preference for an all-cash transaction and our current proposal is structured as such.
- Transaction Certainty. As you have suggested, documents provided to the FTC will allow each of us to better understand transaction certainty. After a collaborative review between our respective FTC counsels, we look forward to discussing the appropriate provisions to be included in a merger agreement with respect to the regulatory approval process.
- Other Terms/Next Steps. We look forward to the receipt of your draft merger agreement and will move expeditiously to negotiate definitive documentation in parallel with our due diligence review. We would then hope and anticipate being prepared to present a fully negotiated merger agreement (including price) to the Jos. A Bank Board.