Men's Wearhouse, Jos. A. Bank To Start Deal Talks

NEW YORK (The Deal) -- Men's Wearhouse (MW) and Jos. A. Bank Clothiers (JOSB) said they are finally sitting down to talk turkey about a potential merger.

On Friday, Men's Wearhouse said it welcomed Jos. A. Bank's willingness to give it a certain amount of due diligence, after the Hampstead, Md. based-target said it was rejecting the latest offer of $63.50 per share, but would talk.

Along with its $63.50 per share bid, Men's Wearhouse had said it might go as high as $65 per share, which would value the transaction at nearly $1.8 billion.

"We are prepared to meet with you to begin discussions regarding our proposal to acquire all of the outstanding shares of Jos. A. Bank," Men's Wearhouse CEO Douglas Ewert wrote in a letter to Jos. A. Bank chairman Robert Wildrick.

Houston-based Men's Wearhouse added that it was able to structure an all cash deal because that is what Jos. A. Bank shareholders prefer.

Jos. A. Bank had told Men's Wearhouse to provide specific details about what it was looking for in its due diligence inquiry and also wants the company to handle the Federal Trade Commission's second request on how a merger would eliminate competition risks.

Men's Wearhouse said Friday that it will cooperate with Jos. A. Bank's requests by sending them a revised due diligence list and by taking all measures to assure that a merger will meet regulatory approval.

Meanwhile, Jos. A. Bank said it is still planning to move forward with its $825 million acquisition of Eddie Bauer LLC.

The two companies have been at odds over a potential merger for about a year after Jos. A. Bank first put in a $2.3 billion bid for Men's Wearhouse, which failed to spark negotiations. In response, Men's Wearhouse came back with a $57.50 per share bid for Jos. A. Bank, which the target rejected as too low and opportunistic.

Hedge fund Eminence Capital LLC, which has stakes on both sides of the aisle - 9.87% in Men's Wearhouse and 4.9% in Jos. A. Bank - previously called Men's Wearhouse higher bid a better alternative than remaining independent and acquiring Eddie Bauer.

Jos. A. Bank shares opened 3.81% higher at $62.60 Friday, giving it a market capitalization of around $1.7 billion.

Men's Wearhouse shares opened 3.73% higher at $52.30, with its market cap near $2.5 billion.

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