Men's Wearhouse Begins to Acquire Jos. A. Bank At $57.50 Per Share
The Men's Wearhouse announced 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. The full terms, conditions and other details of the tender offer are set forth in the offering documents that Men's Wearhouse will be filing today with the Securities and Exchange Commission.
Men's Wearhouse also today 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 D. Bowlin, a recognized leader in the consumer packaged goods industry, who was previously President and Chief Executive Officer of Miller Brewing Company, and who has held senior executive positions at Kraft Foods North America, Kraft Foods International, Inc., Oscar Mayer Food Corporation and General Foods USA.
- Arthur E. Reiner, who has over 40 years of experience in the retail industry and 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, then the largest department store division in the nation.
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."
Mr. Ewert continued, "The highly-qualified nominees proposed by Men's Wearhouse have proven track records serving on public company boards, and we believe they will act in the best interest of Jos. A. Bank's shareholders by carefully evaluating the compelling and value creating opportunity represented by the Men's Wearhouse offer. We urge Jos. A. Bank shareholders to tender into our offer in order to send a strong message that Jos. A. Bank should engage in good-faith negotiations immediately so we can complete this value creating transaction."
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. The transaction represents a 9.4x enterprise value to last twelve months ("LTM") 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.
Consummation of the offer is not conditioned upon any financing arrangements or subject to a financing condition.
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 as described in the Offer to Purchase dated as of January 6, 2014 (the "Offer to Purchase").
Today, 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 Offer to Purchase. The purchase price to be paid upon the successful closing of the cash tender offer is $57.50 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 Friday, March 28, 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) to be filed by MW with the U.S. Securities and Exchange Commission ("SEC") today. 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.