Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today made the following
statement in response to the rejection of its proposal to acquire
The Men's Wearhouse, Inc (NYSE:MW).
"We find the response by Men's Wearhouse to our all-cash $48 per
share proposal inexplicable.
"Our proposal provides substantial, immediate, and certain value
for Men's Wearhouse shareholders. We are proposing a 42% premium to
the closing price of Men's Wearhouse's common stock on the day
before we made our acquisition proposal. Our price is significantly
greater than the highest price at which Men's Wearhouse's stock has
traded over the last five years. Yet, the Men's Wearhouse Board
asserts that our proposal undervalues their company! Based on
today's market reaction and the strong statements of support that
have been made since we announced our proposal this morning, we
don't believe that the stockholders of Men's Wearhouse share that
view at all.
"The formulaic, knee-jerk rejection by Men's Wearhouse, and
their refusal to even discuss our proposal, do not serve the
interests of their shareholders or their customers. If the Board of
Men's Wearhouse has questions about our proposal, we should sit
down and discuss them. We are confident we can address all of their
questions and are prepared to do so immediately.
"The confidence we have about our proposal is shared by Golden
Gate Capital, who is prepared to invest approximately $250 million
in the combined company. Golden Gate is a leading investor in the
retail space – they share our belief that a combination of Jos. A.
Bank and Men's Wearhouse will become the leading men's apparel and
sportswear designer, manufacturer and retailer in the U.S.
"We urge Men's Wearhouse shareholders to voice their support for
Jos. A. Bank's $48 per share cash proposal with the management and
Board of Men's Wearhouse."
About Jos. A. Bank
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 623 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."
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private equity
investment firm with over $12 billion of capital under management.
The principals of Golden Gate have a long and successful history of
investing across a wide range of industries and transaction types,
including going-privates, corporate divestitures, and
recapitalizations, as well as debt and public equity investments.
Golden Gate is one of the most active investors in leading brands
in the retail and restaurant sectors. Representative investments
include Payless ShoeSource, Eddie Bauer, California Pizza Kitchen,
Express, Zales, J.Jill, Pacific Sunwear, Coldwater Creek, and On
the Border Mexican Grill and Cantina. For additional information,
visit www.goldengatecap.com.
Cautionary Note on Forward-Looking
Statements
This press release contains forward-looking statements and
information about our current and future prospects and our
operations and financial results, which are based on currently
available information. The forward looking statements include
assumptions about our operations, such as cost controls, market
conditions, liquidity and financial condition. These statements
also include assumptions about our proposed acquisition of The
Men's Wearhouse, Inc. ("Men's Wearhouse") through a merger
(including its benefits, results, effects and timing) that may not
be realized. Risks and uncertainties that may affect our business
or future financial results include, among others, risks associated
with the economy, 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), 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. Risks and uncertainties
related to the proposed transaction include, among others: the risk
that Men's Wearhouse's stockholders do not approve the transaction;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction;
uncertainties as to the timing of the transaction; competitive
responses to the proposed transaction; the risk that regulatory or
other approvals required for the transaction are not obtained or
are obtained subject to conditions that are not anticipated; the
risk that the other conditions to the closing of the transaction,
which include, among others, negotiation and execution of a
mutually satisfactory merger agreement, approval by each company's
board of directors, and negotiating and entering into satisfactory
definitive equity and debt financing agreements, are not satisfied;
costs and difficulties related to the integration of Men's
Wearhouse's businesses and operations with Jos. A. Bank's business
and operations; the inability to obtain, or delays in obtaining,
cost savings and synergies from the transaction; unexpected costs,
charges or expenses resulting from the transaction; litigation
relating to the transaction; the inability to retain key personnel;
and any changes in general economic and/or industry specific
conditions. Additional factors that could cause future results or
events to differ from those we expect are those risks discussed
under Item 1A, "Risk Factors," in Jos. A. Bank's Annual Report on
Form 10-K for the fiscal year ended February 2, 2013, Jos. A.
Bank's Quarterly Report on Form 10-Q for the quarter ended May 4,
2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter
ended August 3, 2013, Men's Wearhouse's Annual Report on Form 10-K
for the fiscal year ended February 2, 2013, Men's Wearhouse's
Quarterly Report on Form 10-Q for the quarter ended August 3, 2013,
and other reports filed by Jos. A. Bank and Men's Wearhouse with
the Securities and Exchange Commission (SEC). Please read the "Risk
Factors" and other cautionary statements contained in these
filings. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
the occurrence of certain events or otherwise. As a result of these
risks and others, actual results could vary significantly from
those anticipated in this press release, and our financial
condition and results of operations could be materially adversely
affected.
Additional Information
Jos. A. Bank's proposal is a preliminary, non-binding indication
of interest to acquire the outstanding shares of Men's Wearhouse,
and was submitted based on the understanding that it is not an
offer that is capable of being accepted, and that there will be no
binding agreement between Jos. A. Bank and Men's Wearhouse or any
commitment or obligation on Jos. A. Bank or Men's Wearhouse with
respect to Jos. A. Bank's proposal or a possible transaction unless
and until a definitive agreement is executed by Jos A. Bank and
Men's Wearhouse. Jos. A. Bank's proposal is subject to a number of
conditions, including, among others, Jos. A. Bank's satisfaction
with the results of its due diligence review of Men's Wearhouse in
Jos. A. Bank's sole discretion, negotiation and execution of a
mutually satisfactory merger agreement, approval of a transaction
by Jos. A Bank's Board of Directors, and negotiating and entering
into satisfactory definitive equity and debt financing
agreements.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote, proxy or approval. No tender offer for the shares of
Men's Wearhouse has been made at this time.
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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