Jos. A. Bank Terminates Acquisition Proposal as Men's Wearhouse Fails to Engage in Discussions
November 15 2013 - 6:00AM
Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today sent a letter to
the Chief Executive Officer of The Men's Wearhouse, Inc. (NYSE:MW)
terminating its all-cash proposal to purchase Men's Wearhouse for
$48 per share. As previously reported, Jos. A. Bank had advised the
board of directors of Men's Wearhouse that Jos. A. Bank would
terminate its proposal if the board did not engage in good faith
negotiations by November 14, 2013. The November 14 deadline has
passed with Men's Wearhouse having failed to engage in such
discussions.
Jos. A. Bank continues to believe that a transaction could be in
the best interest of the respective shareholders of the two
companies. If, in the future, we are invited by the Men's Wearhouse
board to discuss our acquisition of Men's Wearhouse, or if
circumstances were otherwise to change, Jos. A. Bank may consider
whether a new proposal to acquire Men's Wearhouse is warranted.
The full text of the letter to Men's Wearhouse can be found
below.
November 15, 2013
Mr. Douglas S. Ewert, Chief Executive Officer The Men's
Wearhouse, Inc. 6100 Stevenson Boulevard Freemont, California
94538
Dear Doug:
On September 18, 2013, Jos. A. Bank made a confidential,
non-binding proposal to acquire all of the outstanding shares of
Men's Wearhouse for $48 per share in cash. Despite the more than
40% premium-to-market (based on the closing price of Men's
Wearhouse's shares the day before we made our proposal), the Board
of Directors of Men's Wearhouse (the "MW Board") rejected our
proposal, claiming that it undervalued Men's Wearhouse. On October
31, 2013, we informed you that Jos. A. Bank would be willing to
consider raising our proposed acquisition price if we were given
the opportunity to conduct limited due diligence. We further
informed you that if the MW Board had not engaged in good faith
discussions with us by November 14, 2013, we would terminate our
proposal. The MW Board has denied our request for limited due
diligence and has failed to engage in any discussions whatsoever
regarding our proposal. We are therefore terminating our proposal
in order to consider other strategic alternatives which we have
been investigating.
In its first letter to the MW Board, Eminence Capital stated
that it, along with its affiliates, is your largest shareholder,
owning approximately 4.7 million shares of Men's Wearhouse.
Eminence Capital further stated that it believes that MW Board's
fiduciary duties require that the board, among other things, enter
into a dialogue with us regarding a possible combination. According
to Eminence Capital, you subsequently gave Eminence Capital
assurances that you had instructed your financial advisors to
review for the MW Board all strategic options, including a merger
with Jos. A. Bank. Despite such assurances, you have still not
engaged with us in any discussions regarding our proposal.
We continue to believe that a transaction between our two
companies could be in the best interest of our respective
shareholders. If, in the future, we are invited by the MW Board to
discuss our acquisition of Men's Wearhouse, or if circumstances
were otherwise to change, Jos. A. Bank may consider whether a new
proposal to acquire Men's Wearhouse is warranted.
Sincerely, Robert N. Wildrick, Chairman of the Board Jos. A.
Bank Clothiers, Inc.
About Jos. A. Bank
Jos. A. Bank Clothiers, Inc., established in 1905, is one of the
nation's leading designers, manufacturers and retailers of men's
classically-styled tailored and casual clothing, sportswear,
footwear and accessories. The Company sells its full product line
through 629 stores in 44 states and the District of Columbia, a
nationwide catalog and an e-commerce website that can be accessed
at www.josbank.com. The Company is headquartered in Hampstead, MD,
and its common stock is listed on the NASDAQ Global Select Market
under the symbol "JOSB."
Cautionary Note on Forward-Looking
Statements
This press release contains forward-looking statements and
information about our current and future prospects and our
operations and financial results, which are based on currently
available information. The forward looking statements include
assumptions about our operations, such as cost controls, market
conditions, liquidity and financial condition. Risks and
uncertainties that may affect our business or future financial
results include, among others, risks associated with the economy,
weather, public health and other factors affecting consumer
spending (including negative changes to consumer confidence and
other recessionary pressures), higher energy and security costs,
the successful implementation of our growth strategy (including our
ability to finance our expansion plans), the mix and pricing of
goods sold, the effectiveness and profitability of new concepts,
the market price of key raw materials (such as wool and cotton),
seasonality, merchandise trends and changing consumer preferences,
the effectiveness of our marketing programs (including compliance
with relevant legal requirements), the availability of suitable
lease sites for new stores, doing business on an international
basis, the ability to source product from our global supplier base,
legal and regulatory matters, other competitive factors and the
possibility of a future proposal to acquire The Men's Wearhouse,
Inc. or engaging in another strategic alternative. Additional
factors that could cause future results or events to differ from
those we expect are those risks discussed under Item 1A, "Risk
Factors," in Jos. A. Bank's Annual Report on Form 10-K for the
fiscal year ended February 2, 2013, Jos. A. Bank's Quarterly Report
on Form 10-Q for the quarter ended May 4, 2013, Jos. A. Bank's
Quarterly Report on Form 10-Q for the quarter ended August 3, 2013,
and other reports filed by Jos. A. Bank with the Securities and
Exchange Commission (SEC). Please read the "Risk Factors" and other
cautionary statements contained in these filings. We undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, the occurrence of certain
events or otherwise. As a result of these risks and others, actual
results could vary significantly from those anticipated in this
press release, and our financial condition and results of
operations could be materially adversely affected.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote, proxy or approval. No tender offer for the shares of
Men's Wearhouse has been made at this time.
CONTACT: |
|
For Jos. A. Bank - Media: |
Thomas Davies/Molly Morse |
Kekst and Company |
212-521-4873/212-521-4826 |
thomas-davies@kekst.com |
molly-morse@kekst.com |
|
For Jos. A. Bank - Investment
Community: |
David E. Ullman |
EVP/CFO |
410-239-5715 |
|
For Golden Gate Capital (which, as
previously announced, had planned to provide $250 million of new
equity capital to Jos. A. Bank in support of the acquisition of
Men's Wearhouse): |
Denise DesChenes/Nathaniel Garnick |
Sard Verbinnen & Co. |
212-687-8089 |
Jenny Gore |
415-618-8750 |
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