JoS. A. Bank Clothiers, Inc. (Nasdaq:JOSB) ("Jos. A. Bank" or the
"Company") today announced that it has commenced a tender offer to
purchase up to $300.0 million in value of shares of its common
stock at a price of $65.00 per share. The closing price of the
Company's common stock on February 18, 2014 was $54.20 per share.
The tender offer will expire at 12:00 Midnight, New York City
time, on Tuesday, March 18, 2014, unless extended by the Company.
Tenders of shares must be made on or prior to the expiration of the
tender offer and may be withdrawn at any time on or prior to the
expiration of the tender offer. The tender offer is subject to a
number of terms and conditions described in the Offer to Purchase
that is being distributed to stockholders, including the
consummation of the previously announced acquisition of Everest
Holdings LLC ("Everest"), the parent company of Eddie Bauer.
On the terms and subject to the conditions of the tender offer,
stockholders of the Company will have the opportunity to tender
some or all of their Shares at a price of $65.00 per share. If
stockholders properly tender and do not properly withdraw more than
an aggregate of up to $300.0 million in value of shares, all shares
tendered will be purchased on a pro rata basis, subject to the
conditional tender offer provisions described in the Offer to
Purchase that is being distributed to stockholders. Stockholders
whose shares are purchased in the tender offer will be paid $65.00
per share, net in cash, less any applicable withholding taxes and
without interest, promptly after the expiration of the tender offer
period.
The Company expects to fund the tender offer with cash on hand.
None of the Company's directors or executive officers or Everest
Topco LLC, the owner of Everest and a portfolio company of Golden
Gate Capital, will participate in the tender offer.
Goldman, Sachs & Co. will serve as dealer manager for the
tender offer. Innisfree M&A Incorporated will serve as
information agent for the tender offer and Continental Stock
Transfer & Trust Company, Jos. A. Bank's transfer agent, will
serve as the depositary for the tender offer. The Offer to
Purchase, Letter of Transmittal and related documents are being
mailed to stockholders of record and also will be made available
for distribution to beneficial owners of the common stock of the
Company.
None of the Company, its Board of Directors, the Dealer Manager,
the Information Agent or the Depositary is making any
recommendations to stockholders as to whether to tender or refrain
from tendering their Shares into the tender offer. Stockholders
must make their own decisions as to how many shares they will
tender, if any. In so doing, stockholders should read and evaluate
carefully the information in the Offer to Purchase and in the
related Letter of Transmittal.
TENDER OFFER STATEMENT
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN
OFFER TO SELL SHARES OF JOS. A. BANK'S COMMON STOCK. THE TENDER
OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY WILL SHORTLY
BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"). STOCKHOLDERS AND INVESTORS
SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER
OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE
TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY WILL
SHORTLY BE FILING WITH THE SEC AT THE SEC'S WEBSITE AT WWW.SEC.GOV
OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT
FOR THE TENDER OFFER, AT THE TELEPHONE NUMBERS SET FORTH BELOW.
STOCKHOLDERS AND INVESTORS WHO HAVE QUESTIONS OR NEED ASSISTANCE
MAY CALL GOLDMAN, SACHS & CO. DIRECT AT (212) 902-1000 OR
TOLL-FREE AT (800) 323-5678 OR INNISFREE M&A INCORPORATED
TOLL-FREE AT (888) 750-5834 OR (212) 750-5833.
ABOUT THE COMPANY
Jos. A. Bank Clothiers, Inc., established in 1905, is one of the
nation's leading designers, manufacturers, retailers and direct
marketers 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." On February 13, 2014, Jos. A. Bank entered
into an agreement to purchase Everest, the parent company of Eddie
Bauer. Subject to adjustment as described in the Offer to Purchase,
the aggregate consideration payable by Jos. A. Bank under the
agreement is $545.0 million in cash and five million shares of
common stock of the Company, payable upon the closing of the
transaction. As discussed above, the tender offer is
conditioned upon the closing of such acquisition.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and
information about our current and future prospects and our
operations and financial results, which are based on currently
available information. The forward-looking statements include
assumptions about our operations, such as cost control, market
conditions, liquidity and financial condition. These statements
also include assumptions about our previously announced proposed
acquisition of Everest by Jos. A. Bank (including its advantages
and disadvantages, potential synergies, results, effects and
timing) that may or may not be realized.
Risks and uncertainties that may affect our business or future
financial results include, among others, risks associated with
domestic and international economic activity, 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) and other
production inputs (such as labor costs), 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 the Jos. A. Bank Annual Report on Form 10-K
for the fiscal year ended February 2, 2013, the Jos. A. Bank
Quarterly Report on Form 10-Q for the quarter ended May 4, 2013,
the Jos. A. Bank Quarterly Report on Form 10-Q for the quarter
ended August 3, 2013, the Jos. A. Bank Quarterly Report on Form
10-Q for the quarter ended November 2, 2013 and other reports filed
by Jos. A. Bank with the SEC. Please read our "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, except to the extent required by
applicable law, including the requirements of Rule 14d-9(c) under
the Securities and Exchange Act of 1934, as amended, and Schedule
14D-9. 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.
ADDITIONAL INFORMATION
This press release does not constitute an offer to buy or
solicitation of an offer to sell any securities. In response to the
tender offer for the shares of Jos. A. Bank commenced by The Men's
Wearhouse, Inc. and Java Corp., Jos. A. Bank has filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. Any solicitation/recommendation statement filed by Jos. A.
Bank that is required to be mailed to stockholders will be mailed
to stockholders of Jos. A. Bank. INVESTORS AND STOCKHOLDERS OF JOS.
A. BANK ARE URGED TO READ THE SOLICITATION / RECOMMENDATION
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and stockholders may obtain free copies of the
solicitation/recommendation statement and other documents (when
available) filed with the SEC by Jos. A. Bank free of charge
through the website maintained by the SEC at www.sec.gov. In
addition, the solicitation/recommendation statement and other
materials related to Men's Wearhouse's unsolicited proposal may be
obtained from Jos. A. Bank free of charge by directing a request to
Jos. A. Bank's Investor Relations Department, Jos. A. Bank
Clothiers, Inc., 500 Hanover Pike, Hampstead, MD 21074,
410.239.5900.
CONTACT: Media:
Thomas Davies/Molly Morse
Kekst and Company
212-521-4873/212-521-4826
thomas-davies@kekst.com
molly-morse@kekst.com
Investment Community:
David E. Ullman
EVP/CFO
410-239-5715
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