Men's Wearhouse Raises Offer For Of Jos. A. Bank To $63.50/shr - Quick Facts

(RTTNews) - Men's Wearhouse (MW) said Monday that it raised its cash tender offer for all outstanding shares of Jos. A. Bank Clothiers Inc. (JOSB) to $63.50 per share from $57.50 per share. Expiration of the amended tender offer has been moved up to 5:00 p.m., New York City time on Wednesday, March 12, 2014, unless the offer is extended.

Men's Wearhouse also said it could potentially increase its offer price to $65.00 per share if it is able to conduct limited due diligence, subject to an appropriate confidentiality agreement, with access to Jos. A. Bank's management team.

In addition, the amended offer is conditioned on termination of Jos. A. Bank's recently announced agreement to acquire Eddie Bauer, and Men's Wearhouse will increase the aggregate consideration to be paid to the Jos. A. Bank stockholders dollar-for-dollar to the extent Jos. A. Bank is able to terminate the Eddie Bauer purchase agreement for less than $48 million in termination fees.

The Men's Wearhouse offer represents a 60% premium over Jos. A. Bank's unaffected enterprise value and a 52% 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.

In addition to termination of the Eddie Bauer agreement, amended and restated offer is conditioned on there being validly tendered and not withdrawn at least 90% of the total number of Jos. A. Bank shares outstanding on a fully diluted basis, the Jos. A. Bank Board of Directors redeeming or invalidating its "poison pill" shareholder rights plan, and the receipt of regulatory approvals and customary closing conditions.

In addition, Men's Wearhouse noted that it has commenced a lawsuit in Delaware Chancery Court against the directors on the Jos. A. Bank Board, Golden Gate Private Equity, Everest Topco LLC, Everest Holdings LLC and Jos. A. Bank.

The complaint alleged that the Jos. A. Bank Board has 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, prevent a change of control, pack the board with allies, interfere with the upcoming vote for two directors, and entrench the existing board.