FREMONT, Calif., Feb. 28, 2014 /PRNewswire/ -- The Men's Wearhouse
(NYSE: MW) today sent a letter to Robert N.
Wildrick, Chairman of the Board of Jos. A. Bank Clothiers
(Nasdaq: JOSB) in response to Jos. A. Bank's announcement that it
would be willing to meet with Men's Wearhouse.
The full text of the letter follows:
February 28, 2014
Robert N. Wildrick
Chairman of the Board of Directors
Jos. A. Bank Clothiers, Inc.
251 Royal Palm Way, Suite 101
Palm Beach, FL 33480
Dear Robert:
Thank you for your letter dated February 27th. As you
know, the Men's Wearhouse Board believes that the acquisition of
Jos. A. Bank by Men's Wearhouse has strategic logic and the
potential to deliver substantial benefits to our respective
shareholders, employees and customers. We look forward to
working collaboratively with the Jos. A.
Bank Board and management to effect this combination which
would provide your shareholders with a substantial premium and
immediate value.
We are prepared to meet with you to begin discussions regarding
our proposal to acquire all of the outstanding shares of Jos. A.
Bank. We would be happy to discuss with you at our meeting the
specific topics that you raised in your letter, as set forth more
particularly below:
- Due Diligence. A due diligence request list (updated from
what we previously had sent to you on November 26, 2013) setting forth the limited
information that we need to review in connection with our proposal
will be sent to you later today. In addition, we will forward
a confidentiality agreement incorporating certain changes from the
draft you proposed. Our advisors will be in touch to begin
scheduling meetings with your senior executives.
- Transaction Structure. We understand from your advisors
that you currently have a preference for an all-cash
transaction and our current proposal is structured as
such.
- Transaction Certainty. As you have suggested, documents
provided to the FTC will allow each of us to better understand
transaction certainty. After a collaborative review between
our respective FTC counsels, we look forward to discussing the
appropriate provisions to be included in a merger agreement with
respect to the regulatory approval process.
- Other Terms/Next Steps. We look forward to the receipt of
your draft merger agreement and will move expeditiously to
negotiate definitive documentation in parallel with our due
diligence review. We would then hope and anticipate being
prepared to present a fully negotiated merger agreement (including
price) to the Jos. A Bank Board.
We look forward to reaching a transaction that creates value for
all of our shareholders.
On Behalf of the Board of Directors of The Men's Wearhouse,
Inc.,
Douglas S. Ewert
President, Chief Executive Officer and Director
cc: BofA Merrill Lynch
J.P. Morgan Securities LLC
Willkie Farr & Gallagher LLP
As previously announced on February 24,
2014, Men's Wearhouse commenced a cash tender offer to
acquire all outstanding shares of Jos. A. Bank Clothiers, Inc. for
$63.50 per share. The tender
offer is scheduled to expire at 5:00
p.m., New York City time on
Friday, March 12, 2014, unless the
offer is extended. Consummation of the 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 offering documents
that Men's Wearhouse have been filed with the Securities and
Exchange Commission.
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as
financial advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as
legal advisor.
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.
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 / Aaron
Palash
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
SOURCE Men's Wearhouse