Men's Wearhouse once again raises bid for Jos. A. Bank Clothiers
25 February 2014
US men's apparel retailer Men's Wearhouse Inc once again raised its unsolicited offer yesterday for Jos A Bank Clothiers Inc, just 10 days after the latter struck a del to buy the parent company of outdoor clothing retailer Eddie Bauer.
Men's Wearhouse raised its cash offer from $57.50 per share to $63.50 per share, and added that it could potentially increase its to $65 per share if it is able to conduct limited due diligence and if Jos A. Bank terminates the Eddie Bauer deal, and the termination fee costs less than $48 million.
The offer is subject to at least 90 per cent of Jos A. Bank's shares being tendered, and the company invalidating its poison pill shareholder rights plan.
Just 10 days back, Jos A Bank struck a deal to buy Eddie Bauer from private equity firm Golden Gate Capital, for $825 million, a move designed to keep Men's Warehouse at bay in the future. (See: US men's clothing retailer Jos A Bank strikes $825 mn deal to buy out Eddie Bauer)
Doug Ewert, president and CEO of Men's Wearhouse, said, "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.
Ewert added that he would be willing to discuss offering Jos. A. Bank shareholders stock of Men's Wearhouse in lieu of a portion of its cash offer.
''We call on the Jos A Bank Board to act in the best interests of their shareholders and begin discussions with us immediately," he added.
Men's Wearhouse also announced that it has filed a lawsuit against the directors on the Jos A Bank alleging that the board had breached its fiduciary duties by adopting a series of unreasonable, shareholder-unfriendly and illegal defensive measures designated to thwart its tender offer.
Jos A Bank and Men's Warehouse have been targeting each other since October 2013. Men's Wearhouse first rejected an unsolicited bid from Jos A Bank, but turned the tables on it a month later by offering to buy its smaller rival Eddie Bauer for $55 a share.
Since then Men's Wearhouse has pursued Jos A Bank relentlessly, and last month the board of Jos A Bank rejected its revised sweetened bid of $57.50 saying that the offer significantly undervalued the company and its future prospects.
Founded in 1905 by Charles Bank, an immigrant from Lithuania, Jos A Bank is a designer, manufacturer and retailer of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories.
The Maryland-based company sells its product line through 629 stores in 44 states and the District of Columbia, as well as through a nationally distributed catalogue and an e-commerce website.
Founded in 1973, Texas-based Men's Wearhouse is one of North America's largest specialty retailers of men's apparel.
It operates under its own name Men's Wearhouse, as well as K&G Superstores, an off-price retail chain featuring discontinued items, Moores Clothing for Men, a Canadian chain of men's clothing stores, Twin Hill Corporate clothing and MW Cleaners in the Houston Area.
Men's Wearhouse has market cap of $2.2 billion, annual sales of about $2.5 billion and 1,137 stores, while Jos. A. Bank has market cap of $1.2 billion, annual sales of $1 billion and 623 stores.
Both retailers have seen their earnings fall as shoppers reigned in purchases due to the economic uncertainty.