FREMONT, Calif., Jan. 6, 2014 /PRNewswire/ -- The Men's
Wearhouse (NYSE: MW) today announced that it has commenced a cash
tender offer to acquire all outstanding shares of Jos. A. Bank
Clothiers, Inc. (Nasdaq: JOSB) for $57.50 per share. The tender offer is
scheduled to expire at 5:00 p.m.,
New York City time on Friday, March 28, 2014, unless the offer is
extended. The full terms, conditions and other details of the
tender offer are set forth in the offering documents that Men's
Wearhouse will be filing today with the Securities and Exchange
Commission.
Men's Wearhouse also today announced that it will deliver notice
to Jos. A. Bank of its intention to nominate two independent
director candidates for election to Jos. A. Bank's Board of
Directors at its 2014 Annual Meeting. The nominees are:
- John D. Bowlin, a recognized
leader in the consumer packaged goods industry, who was previously
President and Chief Executive Officer of Miller Brewing Company,
and who has held senior executive positions at Kraft Foods North
America, Kraft Foods International, Inc., Oscar Mayer Food
Corporation and General Foods USA.
- Arthur E. Reiner, who has over
40 years of experience in the retail industry and has previously
served in various leadership positions with the Macy's
organization, including as a Director of R.H. Macy & Co., Inc. and Chairman and Chief
Executive Officer of Macy's East, then the largest department store
division in the nation.
Doug Ewert, President and Chief
Executive Officer of Men's Wearhouse, said, "We believe that our
$57.50 per share proposal to acquire
Jos. A. Bank is compelling and provides substantial value and
immediate liquidity to Jos. A. Bank shareholders. Although we
have made clear our strong preference to work collaboratively with
Jos. A. Bank to realize the benefits of this transaction, we are
committed to this combination and, accordingly, we are taking our
offer directly to shareholders."
Mr. Ewert continued, "The highly-qualified nominees proposed by
Men's Wearhouse have proven track records serving on public company
boards, and we believe they will act in the best interest of Jos.
A. Bank's shareholders by carefully evaluating the compelling and
value creating opportunity represented by the Men's Wearhouse
offer. We urge Jos. A. Bank shareholders to tender into our
offer in order to send a strong message that Jos. A. Bank should
engage in good-faith negotiations immediately so we can complete
this value creating transaction."
The Men's Wearhouse offer represents a 52% premium over Jos. A.
Bank's unaffected enterprise value and a 38% 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. The transaction
represents a 9.4x enterprise value to last twelve months ("LTM")
Adjusted EBITDA[1] multiple (assuming $135
million of LTM Adjusted EBITDA as of November 2, 2013), a significant premium to Jos.
A. Bank's proposal to acquire Men's Wearhouse.
Consummation of the offer is not conditioned upon any financing
arrangements or subject to a financing condition.
The offer is conditioned on there being validly tendered and not
withdrawn at least a majority of the total number of Jos. A. Bank
shares outstanding on a fully diluted basis; Men's Wearhouse and
Jos. A. Bank entering into a definitive merger agreement with
respect to the acquisition of Jos. A. Bank by Men's Wearhouse; Jos.
A. Bank's Board of Directors approving the offer under Section 203
of the Delaware General Corporation
Law; Jos. A. Bank's Board of Directors redeeming or invalidating
its "poison pill" shareholder rights plan; and receipt of
regulatory approvals and customary closing conditions as described
in the Offer to Purchase dated as of January
6, 2014 (the "Offer to Purchase").
ADDITIONAL INFORMATION
Today, Java Corp. ("Purchaser"), a wholly owned subsidiary of
The Men's Wearhouse, Inc., commenced a cash tender offer for all
outstanding shares of common stock of Jos. A. Bank Clothiers, Inc.
not already owned by Men's Wearhouse or any of its subsidiaries,
subject to the terms and conditions set forth in the Offer to
Purchase. The purchase price to be paid upon the successful closing
of the cash tender offer is $57.50
net per share in cash, without interest and less any required
withholding tax, subject to the terms and conditions set forth in
the Offer to Purchase and the related letter of transmittal that
accompanies the Offer to Purchase. The offer is scheduled to
expire at 5:00 p.m., New York City time, on Friday, March 28, 2014, unless further extended
in the manner set forth in the Offer to Purchase.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The tender offer is not
being made to, nor will tenders be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made
pursuant to a tender offer statement on Schedule TO (including the
Offer to Purchase, a related letter of transmittal and other offer
materials) to be filed by MW with the U.S. Securities and
Exchange Commission ("SEC") today. INVESTORS AND SECURITY HOLDERS
OF JOS. A. BANK ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and
security holders can obtain free copies of these documents and
other documents filed with the SEC by Men's Wearhouse through the
web site maintained by the SEC at http://www.sec.gov. The
Offer to Purchase Letter of Transmittal and other offering
documents may also be obtained for free by contacting the
Information Agent for the tender offer, MacKenzie Partners, Inc.,
at 212-929-5500 or toll-free at 800-322-2885.
Men's Wearhouse, Inc. intends to file a proxy statement on
Schedule 14A and other relevant documents with the SEC in
connection with its solicitation of proxies for the 2014 Annual
Meeting of Jos. A. Bank Clothiers, Inc. (the "Proxy
Statement"). Men's Wearhouse strongly advises all investors
and security holders of Jos. A. Bank to read the proxy statement
when it becomes available and any other documents filed with the
SEC because they will contain important information, including
information relating to the participants in any such proxy
solicitation. Such proxy statement, when filed, and any other
relevant documents will be available at no charge on the SEC's
website at http://www.sec.gov.
In accordance with Rule 14a-12(a)(1)(i) under the Securities
Exchange Act of 1934, as amended, the following persons are
anticipated to be, or may be deemed to be, participants in any such
proxy solicitation: Men's Wearhouse, Douglas S. Ewert, David
H. Edwab, Jon W. Kimmins,
John D. Bowlin and Arthur E. Reiner. Certain of these persons
hold direct or indirect interests as follows: Men's Wearhouse is
the record or beneficial holder of 100 shares of common stock of
Jos. A. Bank and is seeking to enter into a business combination
between it and Jos. A. Bank; and Messrs. Bowlin and Reiner each
have an interest in being nominated and elected as a director of
Jos. A. Bank. Other directors and executive officers of Men's
Wearhouse who may be participants in the solicitation of proxies
have not been determined as of the date of this press
release. No additional compensation will be paid to such
directors and executive officers for such services. Investors
and security holders of Jos. A. Bank can obtain additional
information regarding the direct and indirect interests of the
nominees and other participants by reading the Proxy Statement when
it becomes available.
About the Nominees
John D. Bowlin, 63, was the
President and Chief Executive Officer of Miller Brewing Company
from 1999 until 2003, leading its sale to South African Breweries
in 2002, forming one of the largest breweries in the world.
From 1985 until 2002, Mr. Bowlin was employed by Philip Morris
Companies, Inc., in various leadership capacities, including
President and Chief Executive Officer, Kraft Foods International,
Inc., President and Chief Operating Officer, Kraft Foods North
America, President and Chief Operating Officer, Miller Brewing
Company, President, Oscar Mayer Food Corporation and Executive Vice
President, General Foods USA. Mr. Bowlin currently serves as
a director of The Schwan Food Company and Generac Holdings, Inc.,
where he is a member of the Audit Committee and Compensation
Committee at both The Schwan Food Company and Generac Holdings,
Inc., and he previously served as an Executive Advisor to CCMP
Capital Advisors, LLC, a global private equity firm, as a director
and Non-Executive Chairman of Spectrum Brands and as a director and
Non-Executive Chairman of Pliant Corporation. Mr. Bowlin
holds a BSBA degree from Georgetown
University and an MBA from Columbia
Business School. Mr. Bowlin serves on the not-for-profit
Georgetown University Board of
Regents in Washington, DC and as an Executive Advisor to
Gryphon Investors.
Arthur E. Reiner, 73, has served
as a director of New York &
Company since May 2003 and is
currently chairman of its Compensation Committee and a member of
its Corporate Nomination and Governance Committee. Mr. Reiner
began his retailing career as a member of the Executive Training
Squad at Bamberger's, then a division of R.H. Macy. In a 30 year career with the
Macy's organization, Mr. Reiner held a series of positions of
increasing responsibility culminating in his appointment as
Chairman and Chief Executive Officer of Macy's East in 1992.
With annual sales of $3.4 billion,
Macy's East was the largest department store division in
the United States, Mr. Reiner was
also a Director of R.H. Macy &
Co., Inc. Mr. Reiner joined Finlay Fine Jewelry as Chairman
and Chief Executive Officer on January 3,
1995 and became President and Chief Executive Officer of
Finlay Enterprises on January 30,
1996. In February 1999, he was
named Chairman and Chief Executive Officer of Finlay
Enterprises. A graduate of Rutgers
University, Mr. Reiner became a member of the Executive
Committee of the Jewelers Charity Fund for Children in June
2000. He served as Chairman of the Education Foundation of
the Fashion Institute of Technology
from May 1985 to March 1995, and was named Executive Vice
President in April 1995.
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.
Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of
men's apparel with 1,133 stores. The Men's Wearhouse, Moores
and K&G stores carry a full selection of suits, sport coats,
furnishings and accessories in exclusive and non-exclusive
merchandise brands and Men's Wearhouse and Tux stores carry a
limited selection. Most K&G stores carry a full selection
of women's apparel. Tuxedo rentals are available in the Men's
Wearhouse, Moores and Men's Wearhouse and Tux stores.
Additionally, Men's Wearhouse operates a global corporate apparel
and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra
and Yaffy in the United Kingdom. Investors can find
additional information at http://ir.menswearhouse.com/.
This press release contains forward-looking information.
Forward-looking statements are not guarantees of future performance
and a variety of factors could cause actual results to differ
materially from the anticipated or expected results expressed in or
suggested by these forward-looking statements. The
forward-looking statements are made pursuant to the Safe Harbor
provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may be significantly
impacted by various factors, including, but not limited to: actions
by governmental entities, domestic and international economic
activity and inflation, success, or lack thereof, in executing our
internal operating plans and new store and new market expansion
plans, including successful integration of acquisitions,
performance issues with key suppliers, disruption in buying trends
due to homeland security concerns, severe weather, foreign currency
fluctuations, government export and import policies, aggressive
advertising or marketing activities of competitors; and legal
proceedings. Future results will also be dependent upon our ability
to continue to identify and complete successful expansions and
penetrations into existing and new markets and our ability to
integrate such expansions with our existing operations. These
statements also include assumptions about our offer to acquire Jos.
A. Bank (including its benefits, results, effects and timing) that
may not be realized. Risks and uncertainties related to the
proposed transaction include, among others: in the event a
definitive transaction agreement is executed, the risk that
Jos. A. Bank's shareholders do not approve the transaction;
uncertainties as to the timing of the transaction; the risk that
regulatory or other approvals required for the transaction are not
obtained, the risk that the other conditions to the closing
of the transaction are not satisfied; and, in the event the
transaction is consummated, risks related to the costs and
difficulties related to the integration of Jos. A. Bank's
businesses and operations with Men's Wearhouse's business and
operations; the inability to obtain, or delays in obtaining, cost
savings and synergies from the transaction; unexpected costs,
charges or expenses resulting from the transaction; litigation
relating to the transaction; and the inability to retain key
personnel. Other factors that may impact the forward-looking
statements are described in the Company's annual report on Form
10-K for the fiscal year ended February 2,
2013 and Forms 10-Q. Men's Wearhouse is under no
obligation (and expressly disclaims any such obligation) to update
or revise any forward-looking statement that may be made from time
to time, whether as a result of new information, future
developments or otherwise. For additional information on
Men's Wearhouse, please visit the Company's websites at
www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com,
www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.
[1] EBITDA is defined as earnings before interest, taxes,
depreciation and amortization.
Contacts:
Ken Dennard
Dennard ▪ Lascar Associates
(832) 594-4004
ken@dennardlascar.com
http://ir.menswearhouse.com/
Dan Katcher / Tim Lynch / Andrea
Rose
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
SOURCE Men's Wearhouse