FREMONT, Calif., Feb. 24, 2014 /PRNewswire/ -- The
Men's Wearhouse (NYSE: MW) today announced that it has increased
its cash tender offer for all outstanding shares of Jos. A. Bank
Clothiers, Inc. (Nasdaq: JOSB) to $63.50 per share from $57.50 per share. Expiration of the amended
tender offer has been moved up to 5:00
p.m., New York City time on
Wednesday, March 12, 2014, unless the
offer is extended.
Men's Wearhouse strongly encourages Jos. A. Bank shareholders to
tender their shares by the 5:00 pm,
March 12 expiration date to
demonstrate support for a negotiated transaction with Men's
Wearhouse. Men's Wearhouse believes that shareholder support
is critical in bringing about a successful combination of the two
companies.
Men's Wearhouse could potentially increase its offer price to
$65.00 per share if it is able to
conduct limited due diligence (subject to an appropriate
confidentiality agreement), with access to Jos. A. Bank's
management team. In addition, the amended offer is
conditioned on termination of Jos. A. Bank's recently announced
agreement to acquire Eddie Bauer, and Men's Wearhouse will increase
the aggregate consideration to be paid to the Jos. A. Bank
stockholders dollar-for-dollar to the extent Jos. A. Bank is able
to terminate the Eddie Bauer purchase agreement for less than
$48 million in termination fees (less
any other expense or fee reimbursement paid by Jos. A. Bank in
connection with such termination).
Doug Ewert, President and Chief
Executive Officer of Men's Wearhouse, said, "We urge the Jos.
A. Bank Board of Directors to
immediately engage in negotiations with Men's Wearhouse so we can
capitalize on the opportunity we have to enter into a transaction
that creates significant value for shareholders of both
companies. Our increased cash offer would provide Jos. A.
Bank shareholders with a substantial premium and immediate and
certain value, and we are prepared to further increase our offer
price on the basis of limited due diligence. Moreover, as
part of those negotiations, we would be willing to discuss offering
Jos. A. Bank shareholders the opportunity to participate in the
upside of a combination through an election to receive Men's
Wearhouse stock for a portion of the consideration we are
offering. We have had extensive dialogue with shareholders of
both companies over the last several months and have received
widespread support for this transaction. We are committed to
making the exciting combination of our companies a reality, and we
call on the Jos. A. Bank Board to
act in the best interests of their shareholders and begin
discussions with us immediately."
Mr. Ewert continued, "We hope the Jos. A. Bank Board of Directors will take the
responsible step for Jos. A. Bank shareholders and promptly
terminate the Eddie Bauer agreement. We are confident that a
transaction with Men's Wearhouse will create greater value for Jos.
A. Bank shareholders than the Eddie Bauer transaction."
The Men's Wearhouse offer represents a 60% premium over Jos. A.
Bank's unaffected enterprise value and a 52% 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. Further, the
transaction represents a 9.7x enterprise value to last twelve
months ("LTM") Adjusted EBITDA[1] multiple (assuming an
estimated $137 million of Adjusted
EBITDA for Jos. A. Bank's fiscal 2013 ending February 1, 2014)[2], which is a significant
premium to Jos. A. Bank's proposal to acquire Men's Wearhouse.
The Men's Wearhouse also announced that it has amended and
restated its Offer to Purchase Jos. A. Bank dated as of
January 6, 2014. In addition to
termination of the Eddie Bauer agreement, the amended and restated
offer is conditioned on there being validly tendered and not
withdrawn at least 90% of the total number of Jos. A. Bank shares
outstanding on a fully diluted basis, the Jos. A. Bank Board of Directors redeeming or
invalidating its "poison pill" shareholder rights plan, and the
receipt of regulatory approvals and customary closing
conditions. The offer is no longer conditioned on execution
of a definitive merger agreement with Jos. A. Bank.
Consummation of the amended and restated offer is not
conditioned upon any financing arrangements or subject to a
financing condition. The full terms, conditions and other
details of the tender offer are set forth in the amended offering
documents that Men's Wearhouse will be filing today with the
Securities and Exchange Commission.
In addition to amending its tender offer to raise the
consideration offered to Jos. A. Bank shareholders, Men's Wearhouse
has commenced a lawsuit in Delaware Chancery Court against the directors
on the Jos. A. Bank Board, Golden
Gate Private Equity, Everest Topco LLC, Everest Holdings LLC and
Jos. A. Bank. The complaint alleges that the Jos.
A. Bank Board has breached its
fiduciary duties by adopting a series of unreasonable, shareholder
unfriendly and illegal defensive measures designated to thwart the
Men's Wearhouse tender offer, prevent a change of control, pack the
board with allies, interfere with the upcoming vote for two
directors, and entrench the existing board. As alleged in the
complaint, the centerpiece of the scheme is the recently announced
proposed transaction to acquire Eddie Bauer along with the
accompanying coercive tender offer scheduled to expire on
March 18, 2014. Men's Wearhouse
seeks, among other things, a finding by the court that the Jos. A.
Bank directors have breached their fiduciary duties of care and
loyalty to shareholders, an order enjoining the defendants from
proceeding with the Eddie Bauer transaction, and an order directing
the Jos. A. Bank board to rescind the poison pill. A copy of
the complaint will be filed as an exhibit to the Men's Wearhouse's
and Java Corp's Schedule TO that will be filed today with the
Securities and Exchange Commission.
As previously announced, Men's Wearhouse has formally submitted
its notice to nominate two independent director candidates,
John D. Bowlin and Arthur E. Reiner, for election to the Jos.
A. Bank Board of Directors at its
2014 Annual Meeting.
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as
financial advisors to Men's Wearhouse, Willkie Farr & Gallagher LLP is serving as
legal advisor and MacKenzie Partners, Inc., is serving as
information agent.
Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of
men's apparel with 1,133 stores. The Men's Wearhouse, Moores
and K&G stores carry a full selection of suits, sport coats,
furnishings and accessories in exclusive and non-exclusive
merchandise brands and Men's Wearhouse and Tux stores carry a
limited selection. Most K&G stores carry a full selection
of women's apparel. Tuxedo rentals are available in the Men's
Wearhouse, Moores and Men's Wearhouse and Tux stores.
Additionally, Men's Wearhouse operates a global corporate apparel
and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra
and Yaffy in the United Kingdom. Investors can find
additional information at http://ir.menswearhouse.com/.
ADDITIONAL INFORMATION
On January 6, 2014, Java Corp.
("Purchaser"), a wholly owned subsidiary of The Men's Wearhouse,
Inc., commenced a cash tender offer for all outstanding shares of
common stock of Jos. A. Bank Clothiers, Inc. not already owned by
Men's Wearhouse or any of its subsidiaries, subject to the terms
and conditions set forth in the Amended and Restated Offer to
Purchase dated as of February 24,
2014 (the "Offer to Purchase"). The purchase price to be
paid upon the successful closing of the cash tender offer is
$63.50 net per share in cash, without
interest and less any required withholding tax, subject to the
terms and conditions set forth in the Offer to Purchase and the
related letter of transmittal that accompanies the Offer to
Purchase. The offer is scheduled to expire at 5:00 p.m., New York
City time, on Wednesday, March 12,
2014, unless further extended in the manner set forth in the
Offer to Purchase.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The tender offer is not
being made to, nor will tenders be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made
pursuant to a tender offer statement on Schedule TO (including the
Offer to Purchase, a related letter of transmittal and other offer
materials) filed by Men's Wearhouse and the Purchaser with the U.S.
Securities and Exchange Commission ("SEC") on January 6, 2014,as amended from time to time.
INVESTORS AND SECURITY HOLDERS OF JOS. A. BANK ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. Investors and security holders can obtain free copies
of these documents and other documents filed with the SEC by Men's
Wearhouse through the web site maintained by the SEC at
http://www.sec.gov. The Offer to Purchase Letter of
Transmittal and other offering documents may also be obtained for
free by contacting the Information Agent for the tender offer,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at
800-322-2885.
Men's Wearhouse, Inc. intends to file a proxy statement on
Schedule 14A and other relevant documents with the SEC in
connection with its solicitation of proxies for the 2014 Annual
Meeting of Jos. A. Bank Clothiers, Inc. (the "Proxy
Statement"). MEN'S WEARHOUSE STRONGLY ADVISES ALL INVESTORS
AND SECURITY HOLDERS OF JOS. A. BANK TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE
SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER
RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEBSITE AT HTTP://WWW.SEC.GOV.
In accordance with Rule 14a-12(a)(1)(i) under the Securities
Exchange Act of 1934, as amended, the following persons are
anticipated to be, or may be deemed to be, participants in any such
proxy solicitation: Men's Wearhouse, Douglas S. Ewert, David
H. Edwab, Jon W. Kimmins,
John D. Bowlin and Arthur E. Reiner. Certain of these persons
hold direct or indirect interests as follows: Men's Wearhouse is
the record and beneficial holder of 100 shares of common stock of
Jos. A. Bank and is seeking to enter into a business combination
between it and Jos. A. Bank; and Messrs. Bowlin and Reiner each
have an interest in being nominated and elected as a director of
Jos. A. Bank. Other directors and executive officers of Men's
Wearhouse who may in the future be participants in the solicitation
of proxies have not been determined as of the date of this press
release. No additional compensation will be paid to such
directors and executive officers for such services. Investors
and security holders of Jos. A. Bank can obtain additional
information regarding the direct and indirect interests of the
nominees and other participants by reading the Proxy Statement when
it becomes available.
This press release contains forward-looking information.
Forward-looking statements are not guarantees of future performance
and a variety of factors could cause actual results to differ
materially from the anticipated or expected results expressed in or
suggested by these forward-looking statements. These
forward-looking statements may be significantly impacted by various
factors, including, but not limited to: actions by governmental
entities, domestic and international economic activity and
inflation, success, or lack thereof, in executing our internal
operating plans and new store and new market expansion plans,
including successful integration of acquisitions, performance
issues with key suppliers, disruption in buying trends due to
homeland security concerns, severe weather, foreign currency
fluctuations, government export and import policies, aggressive
advertising or marketing activities of competitors; and legal
proceedings. Future results will also be dependent upon our ability
to continue to identify and complete successful expansions and
penetrations into existing and new markets and our ability to
integrate such expansions with our existing operations. These
statements also include assumptions about our offer to acquire Jos.
A. Bank (including its benefits, results, effects and timing) that
may not be realized. Risks and uncertainties related to the
proposed transaction include, among others: in the event a
definitive transaction agreement is executed, the risk that
Jos. A. Bank's shareholders do not approve the transaction;
uncertainties as to the timing of the transaction; the risk that
regulatory or other approvals required for the transaction are not
obtained, the risk that the other conditions to the closing
of the transaction are not satisfied; and, in the event the
transaction is consummated, risks related to the costs and
difficulties related to the integration of Jos. A. Bank's
businesses and operations with Men's Wearhouse'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; and the inability to retain key
personnel. The forward-looking statements in this press release
speak only as of the date hereof. Men's Wearhouse undertakes no
obligation to revise or update publicly any forward-looking
statement, except as required by law. Other factors that may
impact the forward-looking statements are described in Men's
Wearhouse's annual report on Form 10-K for the fiscal year ended
February 2, 2013 and Forms
10-Q. For additional information on Men's Wearhouse, please
visit the Company's websites at www.menswearhouse.com,
www.mooresclothing.com, www.kgstores.com, www.twinhill.com,
www.dimensions.co.uk and www.alexandra.co.uk.
Contacts:
Ken Dennard
Dennard - Lascar Associates
(832) 594-4004
ken@dennardlascar.com
http://ir.menswearhouse.com/
Dan Katcher / Tim Lynch / Andrea
Rose
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
[1] EBITDA is defined as earnings before interest, taxes,
depreciation and amortization.
[2] Reflects midpoint of the EBITDA guidance Jos. A. Bank
provided in February 14, 2014
investor presentation.
SOURCE Men's Wearhouse