Jos. A. Bank Rejects Men's Wearhouse Acquisition Proposal; Will Continue to Review Strategic Acquisition Opportunities
December 23 2013 - 8:25AM
Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) ("the Company") today
responded to the non-binding acquisition proposal it received on
November 26, 2013, from The Men's Wearhouse, Inc. (NYSE:MW)
("Men's Wearhouse"). The Company said that after thorough
consideration by its Board of Directors, with the assistance of its
financial and legal advisors, it has unanimously rejected the
proposal made by Men's Wearhouse. The Company's Board of Directors
concluded that the price proposed by Men's Wearhouse significantly
undervalued the Company and its near and long-term potential and
was not in the best interest of the Company's
shareholders. Further, as the Company has said previously, it
is reviewing all alternatives regarding potential strategic
acquisition opportunities that would enable the Company to drive
significant value for shareholders.
Robert N. Wildrick, Chairman of Jos. A. Bank, said, "Our Board
undertook a thorough review and determined that the per share
consideration in the proposal made to us by Men's Wearhouse was
simply not in the best interest of our shareholders. At the same
time, we continue to review acquisition opportunities that would
represent a strong strategic fit with our Company and provide an
opportunity to leverage our core competencies to drive meaningful
growth, synergies and substantial value creation over the long
term."
About Jos. A. Bank Clothiers
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."
Our statements concerning future operations contained herein are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those forecasted due to a variety of factors
outside of our control that can affect our operating results,
liquidity, and financial condition. Such factors include risks
associated with domestic and international economic activity and
inflation, 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) and other production inputs
(such as labor costs), 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 and other
competitive factors. The identified risk factors and other factors
and risks that may affect our business or future financial results
are detailed in our filings with the Securities and Exchange
Commission, including, but not limited to, those described under
"Risk Factors" and/or "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended February 2, 2013 and our Quarterly
Reports on Form 10-Q filed through the date hereof. These
cautionary statements qualify all of the forward-looking statements
we make herein. We cannot assure you that the results or
developments anticipated by us will be realized or, even if
substantially realized, that those results or developments will
result in the expected consequences for us or affect us, our
business or our operations in the way we expect. We caution you not
to place undue reliance on these forward-looking statements, which
speak only as of their respective dates. We do not undertake an
obligation to update or revise any forward-looking statements to
reflect actual results or changes in our assumptions, estimates or
projections. These risks should be carefully reviewed before making
any investment decision.
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
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