Men’s Wearhouse ups bid for Jos. A. Bank bid to $1.8 billion

Houston - Men's Wearhouse has increased its purchase offer for Jos. A. Bank Clothiers Inc. to $63.50 per share, or about $1.78 billion, from $57.50 per share, or about $1.6 billion.

The retailer said it may increase its bid to $65 a share, or about $1.82 billion, if Jos. A. Bank agrees to halt its planned acquisition of Eddie Bauer and lets Men’s Wearhouse conduct limited due diligence. On Feb. 14, Jos. A. Bank agreed to buy Eddie Bauer for $825 million, but reserved the right to terminate the deal if a superior transaction emerged.

Jos. A. Bank Clothiers said that its board of directors will review all aspects of the revised offer, and will make a recommendation to stockholders in due course. The new offer is good until 5 p.m. ET March 12.

In related news, Men’s Wearhouse also filed suit against Jos. A. Bank and its board and the companies involved in the Eddie Bauer transaction, saying that the move was designed to thwart its offer. The company alleges that Jos. A. Bank “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.”

"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,” said Doug Ewert, president and CEO of Men's Wearhouse. “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.”

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