Jos. A. Bank Board Approves Amendment of Shareholder Rights Plan
03 Janvier 2014 - 3:00PM
Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today
announced that its Board of Directors has approved an amendment to
its shareholder rights plan to, among other things, reduce the
ownership threshold to 10 percent from 20 percent of outstanding
common shares.
The Company said that in light of the hostile actions The Men's
Wearhouse, Inc. (NYSE:MW) has taken and threatened to take against
the Company, which are not in the best interest of the Company's
shareholders, the Board felt it was appropriate to protect the
Company's shareholders by leveling the playing field and ensuring
that the Jos. A. Bank Rights Agreement has the same triggering
ownership threshold as that of the Men's Wearhouse Rights
Agreement.
On December 23, 2013, the Jos. A Bank Board of Directors
unanimously rejected a non-binding acquisition proposal by Men's
Wearhouse based on its determination that the proposal
significantly undervalued the Company and its near and long-term
potential.
About Jos. A. Bank
Jos. A. Bank Clothiers, Inc., established in 1905, is one of the
nation's leading designers, manufacturers and retailers of men's
classically-styled tailored and casual clothing, sportswear,
footwear and accessories. The Company sells its full product line
through 629 stores in 44 states and the District of Columbia, a
nationwide catalog and an e-commerce website that can be accessed
at www.josbank.com. The Company is headquartered in Hampstead, MD,
and its common stock is listed on the NASDAQ under the symbol
"JOSB."
Cautionary Note on Forward-Looking
Statements
This press release contains forward-looking statements that are
based on currently available information and current expectations,
estimates and projections about Jos. A. Bank Clothiers, Inc.'s
business. The forward looking statements include assumptions about
our operations, such as cost controls, market conditions, liquidity
and financial condition. Risks and uncertainties that may affect
our business or future financial results include, among others,
risks associated with the economy, weather, public health and other
factors affecting consumer spending (including negative changes to
consumer confidence and other recessionary pressures), higher
energy and security costs, the successful implementation of our
growth strategy (including our ability to finance our expansion
plans), the mix and pricing of goods sold, the effectiveness and
profitability of new concepts, the market price of key raw
materials (such as wool and cotton), seasonality, merchandise
trends and changing consumer preferences, the effectiveness of our
marketing programs (including compliance with relevant legal
requirements), the availability of suitable lease sites for new
stores, doing business on an international basis, the ability to
source product from our global supplier base, legal and regulatory
matters and other competitive factors. Additional factors that
could cause future results or events to differ from those we expect
are those risks discussed under Item 1A, "Risk Factors," in Jos. A.
Bank's Annual Report on Form 10-K for the fiscal year ended
February 2, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for
the quarter ended May 4, 2013, Jos. A. Bank's Quarterly Report on
Form 10-Q for the quarter ended August 3, 2013, Jos. A. Bank's
Quarterly Report on Form 10-Q for the quarter ended November 2,
2013, and other reports filed by Jos. A. Bank with the Securities
and Exchange Commission (SEC). Please read the "Risk Factors" and
other cautionary statements contained in these filings. We
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, the occurrence
of certain events or otherwise. As a result of these risks and
others, actual results could vary significantly from those
anticipated in this press release, and our financial condition and
results of operations could be materially adversely affected.
CONTACT: For Jos. A. Bank - Media:
Thomas Davies/Molly Morse
Kekst and Company
212-521-4873/212-521-4826
thomas-davies@kekst.com
molly-morse@kekst.com
For Jos. A. Bank - Investment Community:
David E. Ullman
EVP/CFO
410-239-5715
Jos. A. Bank Clothiers (NASDAQ:JOSB)
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