Jos. A. Bank Begins Tender Offer To Repurchase Up To $300 Mln Of Shares

(RTTNews) - Retailer JoS. A. Bank Clothiers Inc. (JOSB) announced Wednesday that it has commenced a tender offer to purchase up to $300.0 million in value of shares of its common stock at a price of $65.00 per share. The closing price of the Company's common stock on February 18, 2014 was $54.20 per share.

The tender offer will expire at 12:00 Midnight, New York City time, on Tuesday, March 18, 2014, unless extended by the Company.

The tender offer is subject to a number of terms and conditions described in the Offer to Purchase that is being distributed to stockholders, including the consummation of the previously announced acquisition of Everest Holdings LLC, the parent company of Eddie Bauer.

On the terms and subject to the conditions of the tender offer, stockholders of the Company will have the opportunity to tender some or all of their Shares at a price of $65.00 per share. If stockholders properly tender and do not properly withdraw more than an aggregate of up to $300.0 million in value of shares, all shares tendered will be purchased on a pro rata basis, subject to the conditional tender offer provisions described in the Offer to Purchase that is being distributed to stockholders. Stockholders whose shares are purchased in the tender offer will be paid $65.00 per share, net in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer period, the company said.

The Retailer said it expects to fund the tender offer with cash on hand. None of the Company's directors or executive officers or Everest Topco LLC, the owner of Everest and a portfolio company of Golden Gate Capital, will participate in the tender offer.

Last week, Jos. A. Bank Clothiers and Golden Gate Capital had announced that Jos. A. Bank entered into a definitive agreement with Everest Topco LLC, a portfolio company of Golden Gate, under which Jos. A. Bank would acquire Everest Holdings LLC or Everest, parent company of the Eddie Bauer brand. The purchase price for Eddie Bauer consists of a combination of $564 million in cash and approximately 4.7 million new shares of common stock of Jos. A. Bank, issued to Everest Topco at $56 per share, a premium to the pre-announcement share price.

Jos. A. Bank also then announced that it would promptly commence an issuer tender offer to acquire up to 4.6 million of its common shares, or 16.4% of its outstanding shares, at a price of $65 per share, or an aggregate of up to $300 million.