13.01.2014 10:23:05

Eminence Backs Men's Wearhouse $1.6 Bln Offer For Jos. A. Bank : WSJ

(RTTNews) - Eminence Capital LLC, which has a nearly 10% stake in Men's Wearhouse Inc. (MW) and a nearly 5% stake in Jos. A. Bank Clothiers Inc. (JOSB), plans to send a letter to Jos. A. Bank's board Monday declaring its support for Men's Wearhouse's $1.6 billion offer for Jos. A. Bank, the wall Street Journal reported citing people familiar with the matter.

The Journal said that the move would likely make it more difficult for Jos. A. Bank to make its own offer for Men's Wearhouse as shareholders of both suit sellers will be crucial in determining the outcome of the long-running merger drama, which began in September with a bid by Jos. A. Bank to buy Men's Wearhouse.

In the letter, Eminence Chief Executive Ricky Sandler reportedly said that Men's Wearhouse purchase of Jos. A. Bank "provides the best path for shareholders to realize the significant value inherent in the combination of both companies. Sandler urged Jos. A. Bank to negotiate with Men's Wearhouse.

Last week, Men's Wearhouse launched an hostile sweetened offer of $57.50 per share to acquire smaller peer Jos. A. Bank Clothiers in an all-cash deal valued at about $1.6 billion. Men's Wearhouse commenced a cash tender to acquire Jos A. Bank, and also said it intends to nominate two candidates to its board of directors.

The move came just over a month after Jos. A. Bank rejected Men's Wearhouse's initial $55.00 per share offer, and 45 days after Jos. A. Bank withdrew its acquisition offer for Men's Wearhouse.

Meanwhile, Jos. A. Bank's board also adopted a 'poison pill' in the form of a limited duration shareholder rights plan, declaring a dividend of one right on each share of the company's common stock outstanding on October 21.

The tender offer for Jos. A. Bank's shares are scheduled to expire at 5:00 p.m., New York City time on Friday, March 28, 2014, unless the offer is extended.

The flurry of acquisition bids between Men's Wearhouse and Jos. A. Bank began about three months back.

Hampstead, Maryland-based Jos. A. Bank had initially on October 9 offered to acquire Men's Wearhouse for $48 per share in cash, which Men's Wearhouse immediately rejected, stating it significantly undervalues the company and its strong prospects for continued growth and value creation.

Jos. A. Bank withdrew its $2.3 billion all-cash offer for Men's Wearhouse in mid-November, saying the Men's Wearhouse board failed to engage in good faith negotiations by a November 14 deadline.

Men's Wearhouse then in late November made its initial counter offer to acquire Jos. A. Bank in an all-cash deal valued at about $1.2 billion, just ten days after Jos. A. Bank withdrew its offer for Men's Wearhouse.

Additionally, Men's Wearhouse said it would deliver notice to Jos. A. Bank of its intention to nominate two independent director candidates, John Bowlin and Arthur Reiner, for election to Jos. A. Bank's Board of Directors at its 2014 Annual Meeting.

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