Jos. A. Bank Comments on Actions of Eminence Capital With Respect to Men's Wearhouse
16 November 2013 - 2:00AM
In response to inquiries, Jos. A. Bank Clothiers, Inc.
(Nasdaq:JOSB) today made the following statement with respect to
the actions Eminence Capital has taken regarding The Men's
Wearhouse, Inc. (NYSE:MW):
"This is a matter between the Men's Wearhouse Board and its
shareholders. We made a bona fide, friendly proposal to acquire
Men's Wearhouse for $48 per share in cash, or possibly more if the
company could demonstrate greater value through limited due
diligence. The Men's Wearhouse board rejected our $48 proposal on
October 9 and has refused to engage with us since. As a result, we
terminated our proposal earlier today in order to consider other
strategic alternatives which we have been investigating. We
strongly believe that a transaction would be in the best interest
of both companies, our respective shareholders, and the industry.
Should the Men's Wearhouse Board change its stance, we would
immediately consider whether a new proposal to acquire Men's
Wearhouse is warranted."
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 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 controls, market
conditions, liquidity and financial condition. These statements
also include assumptions about our proposed acquisition of The
Men's Wearhouse, Inc. ("Men's Wearhouse") through a merger
(including its benefits, results, effects and timing) that may not
be realized. 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. Risks and uncertainties
related to the proposed transaction include, among others: the risk
that Men's Wearhouse's stockholders do not approve the transaction;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction;
uncertainties as to the timing of the transaction; competitive
responses to the proposed transaction; the risk that regulatory or
other approvals required for the transaction are not obtained or
are obtained subject to conditions that are not anticipated; the
risk that the other conditions to the closing of the transaction,
which include, among others, negotiation and execution of a
mutually satisfactory merger agreement, approval by each company's
board of directors, and negotiating and entering into satisfactory
definitive equity and debt financing agreements, are not satisfied;
costs and difficulties related to the integration of Men's
Wearhouse's businesses and operations with Jos. A. Bank'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; the inability to retain key personnel;
and any changes in general economic and/or industry specific
conditions. 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, Men's Wearhouse's Annual Report on Form 10-K
for the fiscal year ended February 2, 2013, Men's Wearhouse's
Quarterly Report on Form 10-Q for the quarter ended August 3, 2013,
and other reports filed by Jos. A. Bank and Men's Wearhouse 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.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote, proxy or approval. No tender offer for the shares of
Men's Wearhouse has been made at this time.
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
For Golden Gate Capital (which, as previously
announced, had planned to provide $250 million of new equity
capital to Jos. A. Bank in support of the acquisition of Men's
Wearhouse):
Denise DesChenes/Nathaniel Garnick Sard Verbinnen
& Co. 212-687-8089 Jenny Gore 415-618-8750
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