FREMONT, Calif., Dec. 23, 2013 /PRNewswire/ -- The Men's
Wearhouse (NYSE: MW) today commented on Jos. A. Bank Clothiers'
(Nasdaq: JOSB) decision not to engage with Men's Wearhouse
following the Company's proposal to acquire Jos. A. Bank for
$55.00 per share in cash.
Men's Wearhouse issued the following statement:
Given Jos. A. Bank's repeated expressions of interest in
engaging in good faith discussions about a possible combination
with Men's Wearhouse, we are surprised that Jos. A. Bank has
rejected our proposal. The Men's Wearhouse all-cash proposal
to acquire Jos. A. Bank has compelling strategic logic and the
potential to deliver substantial benefits to our respective
shareholders, employees and customers. While it is our strong
preference to work collaboratively with Jos. A. Bank to realize the
benefits of this transaction, we are continuing to carefully
consider all of our options to make this combination a reality,
including nominating director candidates at Jos. A. Bank's next
annual meeting of shareholders.
As previously announced, the Men's Wearhouse proposal represents
a 45% premium over Jos. A. Bank's unaffected enterprise value and a
32% 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 9.1x enterprise value
to last twelve months ("LTM") Adjusted EBITDA multiple (assuming
$133 million of LTM Adjusted EBITDA
as of August 3, 2013), a significant
premium to Jos. A. Bank's proposal to acquire Men's
Wearhouse. Men's Wearhouse intends to finance the transaction
with a combination of balance sheet cash and debt financing.
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as
financial advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as
legal advisor.
Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of
men's apparel with 1,137 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.
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 The Men's Wearhouse