Jos. A. Bank Urges Shareholders to Take no Action With Respect to Men's Wearhouse Tender Offer or Director Nominees
January 06 2014 - 11:26AM
The Board of Directors of Jos. A. Bank Clothiers, Inc.
(Nasdaq:JOSB) (the "Company") today confirmed that The Men's
Wearhouse, Inc. (NYSE:MW) has commenced an unsolicited tender offer
to acquire all outstanding common shares of the Company at a price
of $57.50 per share.
The Board said that, consistent with its fiduciary duties, it
will carefully review all aspects of the Men's Wearhouse offer in
consultation with its financial and legal advisors and make a
recommendation to shareholders, which will be outlined in a
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission on or before January 17, 2014.
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 to stockholders.
The date for the Company's 2014 annual meeting of shareholders
has not yet been announced and shareholders are not required to
take any action at this time with respect to the Men's Wearhouse
nominees or otherwise. Additional information regarding the 2014
Annual Meeting will be provided at the appropriate time.
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 and retailers of men's
classically-styled tailored and casual clothing, sportswear,
footwear and accessories. The Company sells its full product line
through 628 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 that are
based on currently available information and current expectations,
estimates and projections about Jos. A. Bank Clothiers, Inc.'s
business. The forward looking statements include assumptions about
our operations, such as cost controls, market conditions, liquidity
and financial condition. 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 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,
Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended
November 2, 2013, and other reports filed by Jos. A. Bank 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 buy or
solicitation of an offer to sell any securities. The Company may
file a solicitation/recommendation statement on Schedule 14D−9 with
the U.S. Securities and Exchange Commission ("SEC"). Any
solicitation/recommendation statement filed by the Company that is
required to be mailed to stockholders will be mailed to
stockholders of the Company. INVESTORS AND STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders
will be able to obtain free copies of these documents (when
available) and other documents filed with the SEC by the Company
through the web site maintained by the SEC at http://www.sec.gov.
In addition, the Company may file a proxy statement with the SEC.
Any definitive proxy statement will be mailed to stockholders of
the Company together with a WHITE proxy card. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other
documents filed with the SEC by the Company through the web site
maintained by the SEC at http://www.sec.gov. In addition, this
document and other materials related to Men's Wearhouse's
unsolicited proposal may be obtained from the Company free of
charge by directing a request to the Company's Investor Relations
Department, Jos. A. Bank Clothiers, Inc., 500 Hanover Pike,
Hampstead MD 21074, 410.239.5715.
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
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