Jos. A. Bank Board Rejects Men's Wearhouse's Hostile Tender Offer

(RTTNews) - Jos. A. Bank Clothiers, Inc. (JOSB) said Friday that its Board of Directors has determined that the unsolicited, highly conditional tender offer from The Men's Wearhouse, Inc. (MW) to acquire all outstanding common shares of the company at a price of $57.50 per share in cash is inadequate from a financial point of view and not in the best interest of Jos. A. Bank's shareholders.

Accordingly, the Jos. A. Bank Board recommended that the company's shareholders reject the offer and not tender their shares into the offer.

Robert Wildrick, Chairman of Jos. A. Bank, said, "Our Board of Directors firmly believes that the Men's Wearhouse offer is inadequate and significantly undervalues Jos. A. Bank and its near- and long-term potential."

"At this time, the Company has a well-developed strategy in place to continue to increase revenue, substantially improve margins and deliver enhanced returns to stockholders. The Jos. A. Bank Board strongly urges stockholders to reject the Offer and not tender their shares," Wildrick added.

On January 6, Men's Wearhouse launched an hostile sweetened offer of $57.50 per share to acquire smaller peer Jos. A. Bank Clothiers in an all-cash deal valued at about $1.6 billion. The move came just over a month after Jos. A. Bank rejected Men's Wearhouse's initial $55.00 per share offer, and 45 days after Jos. A. Bank withdrew its acquisition offer for Men's Wearhouse.

The flurry of acquisition bids between Men's Wearhouse and Jos. A. Bank began about three months back.

Hampstead, Maryland-based Jos. A. Bank had initially on October 9 offered to acquire Men's Wearhouse for $48 per share in cash, which Men's Wearhouse immediately rejected, stating it significantly undervalues the company and its strong prospects for continued growth and value creation.

Jos. A. Bank withdrew its $2.3 billion all-cash offer for Men's Wearhouse in mid-November, saying the Men's Wearhouse board failed to engage in good faith negotiations by a November 14 deadline.

Men's Wearhouse then in late November made its initial counter offer to acquire Jos. A. Bank in an all-cash deal valued at about $1.2 billion, just ten days after Jos. A. Bank withdrew its offer for Men's Wearhouse.