Men's Wearhouse Begins Tender Offer For Jos. A. Bank At $57.50/shr - Quick Facts

(RTTNews) - Men's Wearhouse (MW) announced Monday that it has commenced a cash tender offer to acquire all outstanding shares of Jos. A. Bank Clothiers Inc. (JOSB) for $57.50 per share. The tender offer is scheduled to expire at 5:00 p.m., New York City time on Friday, March 28, 2014, unless the offer is extended.

Men's Wearhouse also announced that it will deliver notice to Jos. A. Bank of its intention to nominate two independent director candidates for election to Jos. A. Bank's Board of Directors at its 2014 Annual Meeting. The nominees are John Bowlin and Arthur Reiner.

Men's Wearhouse said that Previously, John Bowlin served as President and Chief Executive Officer of Miller Brewing Company. Arthur Reiner has previously served in various leadership positions with the Macy's organization, including as a Director of R.H. Macy & Co., Inc. and Chairman and Chief Executive Officer of Macy's East.

Doug Ewert, President and Chief Executive Officer of Men's Wearhouse, said, "We believe that our $57.50 per share proposal to acquire Jos. A. Bank is compelling and provides substantial value and immediate liquidity to Jos. A. Bank shareholders. Although we have made clear our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are committed to this combination and, accordingly, we are taking our offer directly to shareholders."

The Men's Wearhouse offer represents a 52% premium over Jos. A. Bank's unaffected enterprise value and a 38% premium over Jos. A. Bank's closing share price on October 8, 2013, the day prior to the public announcement of Jos. A. Bank's proposal to acquire Men's Wearhouse.

Men's Wearhouse stated that the offer is conditioned on there being validly tendered and not withdrawn at least a majority of the total number of Jos. A. Bank shares outstanding on a fully diluted basis; Men's Wearhouse and Jos. A. Bank entering into a definitive merger agreement with respect to the acquisition of Jos. A. Bank by Men's Wearhouse; Jos. A. Bank's Board of Directors approving the offer under Section 203 of the Delaware General Corporation Law; Jos. A. Bank's Board of Directors redeeming or invalidating its "poison pill" shareholder rights plan; and receipt of regulatory approvals and customary closing conditions.

On Friday, JoS. A. Bank Clothiers's board has approved an amendment to its shareholder rights plan to reduce the ownership threshold to 10 percent from 20 percent of outstanding common shares.

On December 23, 2013, Jos. A Bank board unanimously rejected a non-binding acquisition proposal by Men's Wearhouse based on its determination that the proposal significantly undervalued the company and its near and long-term potential.

On 26th November 2013, Men's Wearhouse floated an offer to acquire smaller peer Jos. A. Bank Clothiers for $55.00 per share in an all-cash deal valued at about $1.2 billion, after Jos. A. Bank withdrew its offer for Men's Wearhouse.

Jos. A. Bank had withdrawn 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.

Hampstead, Maryland-based JoS. A. Bank had on October 9 made a non-binding proposal to acquire all outstanding shares of Men's Wearhouse for $48 per share in cash. Men's Wearhouse rejected the offer, stating it significantly undervalues the company and its strong prospects for continued growth and value creation.