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Men's Wearhouse Responds to Jos. A. Bank

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Men's Wearhouse Responds to Jos. A. Bank

The Men's Wearhouse (NYSE: MW) issued the following statement in response 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.

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 transaction represents a 9.4x enterprise value to last twelve months ("LTM") Adjusted EBITDA[1] 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.

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. 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 has filed with the Securities and Exchange Commission.

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/.

Men's Wearhouse Responds to Jos. A. Bank


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