FREMONT, Calif., March 3, 2014 /PRNewswire/ -- The Men's Wearhouse
(NYSE: MW) today confirmed that it entered into a non-disclosure
agreement with Jos. A. Bank Clothiers (Nasdaq: JOSB) on Saturday
night, March 1, 2014, under which the
companies have agreed to exchange certain confidential information
and to work in good faith to evaluate a potential combination, and
that Men's Wearhouse has received a draft merger agreement from
Jos. A. Bank.
Men's Wearhouse noted that its existing cash tender offer for
$63.50 would provide Jos. A. Bank
shareholders with a substantial premium and immediate value, and
that as previously announced, Men's Wearhouse is prepared to
increase its offer price to $65 per
share if Jos. A. Bank can demonstrate or Men's Wearhouse can
discover additional value through discussions or limited due
diligence.
As previously announced on February 24,
2014, Men's Wearhouse's cash tender offer to acquire all
outstanding shares of Jos. A. Bank Clothiers, Inc. for $63.50 per share is scheduled to expire at
5:00 p.m., New York City time on Wednesday, March 12, 2014, unless the offer is
extended. Consummation of the offer is not conditioned upon
any financing arrangements or subject to a financing
condition. The full terms, conditions and other details of
the tender offer are set forth in the offering documents that Men's
Wearhouse have been filed with the Securities and Exchange
Commission.
Men's Wearhouse noted that there can be no assurance that a
transaction will result from the discussions with Jos. A. Bank.
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 1,133 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/.
ADDITIONAL INFORMATION
On January 6, 2014, Java Corp.
("Purchaser"), a wholly owned subsidiary of The Men's Wearhouse,
Inc., commenced a cash tender offer for all outstanding shares of
common stock of Jos. A. Bank Clothiers, Inc. not already owned by
Men's Wearhouse or any of its subsidiaries, subject to the terms
and conditions set forth in the Amended and Restated Offer to
Purchase dated as of February 24,
2014 (the "Offer to Purchase"). The purchase price to be
paid upon the successful closing of the cash tender offer is
$63.50 net per share in cash, without
interest and less any required withholding tax, subject to the
terms and conditions set forth in the Offer to Purchase and the
related letter of transmittal that accompanies the Offer to
Purchase. The offer is scheduled to expire at 5:00 p.m., New York
City time, on Wednesday, March 12,
2014, unless further extended in the manner set forth in the
Offer to Purchase.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The tender offer is not
being made to, nor will tenders be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made
pursuant to a tender offer statement on Schedule TO (including the
Offer to Purchase, a related letter of transmittal and other offer
materials) filed by Men's Wearhouse and the Purchaser with the U.S.
Securities and Exchange Commission ("SEC") on January 6, 2014, as amended from time to time.
INVESTORS AND SECURITY HOLDERS OF JOS. A. BANK ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. Investors and security holders can obtain free copies
of these documents and other documents filed with the SEC by Men's
Wearhouse through the web site maintained by the SEC at
http://www.sec.gov. The Offer to Purchase Letter of
Transmittal and other offering documents may also be obtained for
free by contacting the Information Agent for the tender offer,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at
800-322-2885.
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. 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. The forward-looking statements in this press release
speak only as of the date hereof. Men's Wearhouse undertakes no
obligation to revise or update publicly any forward-looking
statement, except as required by law. Other factors that may
impact the forward-looking statements are described in Men's
Wearhouse's annual report on Form 10-K for the fiscal year ended
February 2, 2013 and Forms
10-Q. 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:
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Ken
Dennard
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Dan Katcher / Tim
Lynch / Aaron Palash
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Dennard ▪ Lascar
Associates
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Joele Frank,
Wilkinson Brimmer Katcher
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(832)
594-4004
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(212)
355-4449
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ken@dennardlascar.com
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http://ir.menswearhouse.com/
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SOURCE Men's Wearhouse, Inc.