Men's Wearhouse Responds To Jos. A. Bank's Announcement - Quick Facts

(RTTNews) - The Men's Wearhouse (MW) has responded to the announcement by Jos. A. Bank Clothiers, Inc. (JOSB) that its Board of Directors has rejected Men's Wearhouse's all-cash $57.50 per share offer.

The company said that unfortunately, the Jos. A. Bank Board of Directors has repeatedly refused to commence discussions regarding its premium offer to acquire the company.

Men's Wearhouse said given that the Jos. A. Bank Board has publicly acknowledged the compelling strategic logic of this transaction, Mens's Wearhouse think Jos. A. Bank shareholders should question why their Board is refusing to negotiate with the company to reach an agreement that will deliver to them significant value. Accordingly, we call on the independent directors of Jos. A. Bank to promptly form a Special Committee that will objectively evaluate our offer and sit down with us to begin discussions.

As previously announced on January 6, 2014, Men's Wearhouse launched a tender offer to acquire all of the outstanding shares of Jos. A. Bank for $57.50 per share in cash, representing 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.

The company said the transaction represents a 9.4x enterprise value to last twelve months Adjusted EBITDA multiple (assuming $135 million of LTM Adjusted EBITDA as of November 2, 2013), a significant premium to Jos. A. Bank's proposal to acquire Men's Wearhouse.