Men’s Wearhouse urges Jos. A. Bank to consider buyout, may raise offer

Fremont, Calif. -- The Men's Wearhouse has sent a letter to the independent directors of Jos. A. Bank Clothiers, Inc. urging them to consider Men's Wearhouse's recent all-cash offer to acquire Jos. A. Bank for $57.50 per share, or about $1.6 billion. Jos. A. Bank initially rejected the offer, which expires March 28, 2014, on Jan. 20.

“As we have made clear, our strong preference is to work collaboratively with the JOSB board and management to realize the benefits of this combination,” says the letter, signed by five Men’s Wearhouse board members. “Our offer would provide your shareholders with a substantial premium and immediate and certain value.”

Men’s Wearhouse also states in the letter that it is prepared to increase its offer price if Jos. A. Bank can demonstrate or Men’s Wearhouse can discover additional value through discussions or limited due diligence.

The letter also urges Jos. A. Bank to form an independent committee of directors to consider the proposal. It cites a potential conflict of interest on behalf of Jos. A. Bank CEO Robert N. Wildrick, who would not remain CEO if a purchase took place. Wildrick was quoted in the official Jos. A. Bank statement rejecting the Men’s Wearhouse offer as calling it “inadequate.”

Also as previously announced, 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.


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