Jos. A. Bank to acquire Eddie Bauer for $850 million

Hampstead, Md. — Jos. A. Bank Clothiers Inc. is buying the parent company of Eddie Bauer in a cash-and-stock deal valued at $825 million. The deal is the latest chapter in Jos A. Bank’s ongoing takeover battle with Men’s Wearhouse. Last fall, Jos. B. Bank tried and failed to buy rival Men’s Wearhouse for $2.3 billion. Men’s Wearhouse then began pursuing Jos. A. Bank.

Jos. A. Bank said it has entered into a deal with Everest Topco LLC to buy Everest Holdings LLC, Eddie Bauer's parent company. Everest Topco is part of Golden Gate Capital. Based in Bellevue, Wash., Eddie Bauer operates approximately 370 stores

The combined company is expected to have more than $2.1 billion in revenue in 2014. The two brands will run independent of each other after the transaction is complete.

Under the terms of the deal, Jos. A. Break said it can get out of the agreement if it receives an unsolicited takeover bid that its board decides “would reasonably be expected to” create more value than the Eddie Bauer acquisition. The terms leave the door open to a higher offer from Men's Wearhouse.

Jos. A. Bank can end the deal by paying a breakup fee of less than 3% of its own market value based on Men’s Wearhouse’s current tender offer, or roughly $48 million.

In a statement, Men’s Wearhouse said that it is evaluating its options with respect to Jos. A. Bank.

Jos. A. Bank said Eddie Bauer was one of the first acquisition candidates it considered when the company began an intensive process of evaluating potential acquisitions in 2012. The retailer also said it engaged in several discussions to purchase Eddie Bauer before making a purchase offer for Men’s Wearhouse in September 2013.

For the year ended Dec. 31, 2013, Eddie Bauer has estimated its revenue to be between $885 million and $895 million. While the two brands will be run independently, the combined company is expected to benefit from significant synergies, including approximately $25 million in process and infrastructure savings expected to be realized in 2015.

In 2014, the combined company is expected to generate in excess of $2.1 billion in revenue, and in 2015, revenue is expected to be in excess of $2.2 billion.

"We have long admired the Eddie Bauer brand and its widespread appeal among those with active lifestyles and excitement about the outdoors, a large and growing customer base that overlaps significantly with ours,” said Robert N. Wildrick, chairman of Jos. A. Bank. “Based on the success of Eddie Bauer's turnaround and the outstanding opportunities a combination of our companies provides, we believe this transaction ideally positions Jos. A. Bank for the future, and Golden Gate's investment in our company and participation on our board is a strong endorsement of our plan."



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