Jos. A. Bank Statement on Men's Wearhouse Revised Tender Offer
24 Février 2014 - 9:18PM
Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today
said that its Board of Directors will review all aspects of the
revised, unsolicited tender offer for the Company announced today
by The Men's Wearhouse, Inc. (NYSE:MW) and will make a
recommendation to stockholders in due course.
The Company's stockholders are advised to take no action on the
tender offer until the Company's Board of Directors has announced
its recommendation.
Goldman, Sachs & Co. and Financo, LLC are serving as
financial advisors to the Company, Skadden, Arps, Slate, Meagher
& Flom LLP and Guilfoil Petzall & Shoemake, L.L.C. are
serving as legal advisors and Innisfree M&A Incorporated is
serving as proxy solicitor.
ABOUT JOS. A. BANK
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."
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 Eddie Bauer 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.
ISSUER TENDER OFFER
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 DISTRIBUTED TO
ITS STOCKHOLDERS AND FILED 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.
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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