FREMONT, Calif., June 18, 2014 /PRNewswire/ -- The Men's
Wearhouse (NYSE: MW) today announced the successful completion of
its acquisition of Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB).
The acquisition was effected through the previously announced
all-cash tender offer by Men's Wearhouse's wholly owned subsidiary,
Java Corp., to acquire all of the issued and outstanding shares of
common stock (including associated stock purchase rights) of Jos.
A. Bank for $65.00 net per share in
cash, without interest and less any required withholding taxes, and
the subsequent merger of Java Corp. with and into Jos. A. Bank
pursuant to Section 251(h) of the General Corporation Law of the
State of Delaware.
Doug Ewert, President and Chief
Executive Officer of Men's Wearhouse, said, "We are thrilled to
have closed on the acquisition of Jos. A. Bank and are eager to
begin the integration process with their talented employees to
create a truly great company for all of our stakeholders.
With more than 1,700 stores, approximately 26,000 employees and
sales of $3.5 billion on a pro forma
basis, our combined company has increased scale and breadth that
broadens our best-in-class offerings for our valued customers and
new customers alike.
"Looking forward, our strong balance sheet provides operational
flexibility to successfully execute strategic plans at both
brands. We continue to expect this acquisition to be
accretive to our earnings in the first full year of operations as
well as to achieve $100 million to $150
million of run-rate synergies by the end of fiscal 2016,"
concluded Ewert.
The tender offer expired at midnight New York City time, at the end of the day on
June 17, 2014. Approximately
23,610,788 shares of Jos. A. Bank common stock (excluding shares
delivered pursuant to guaranteed delivery) were validly tendered
in, and not withdrawn from the tender offer, representing
approximately 84% of Jos. A. Bank's outstanding shares of common
stock and, after taking into account shares delivered pursuant to
guaranteed delivery procedures, approximately 94% of Jos. A. Bank's
outstanding shares of common stock. Accordingly, the "Minimum
Tender Condition" was satisfied, and Men's Wearhouse accepted for
payment, and will promptly pay for, all shares of Jos. A. Bank
common stock validly tendered and not withdrawn in the offer.
As a result of the merger, each share of common stock of Jos. A.
Bank issued and outstanding and not tendered in the tender offer
(other than shares held by Jos. A. Bank or the Men's Wearhouse or
any of their subsidiaries and shares owned by holders who properly
exercised appraisal rights with respect thereto under Delaware law) were converted into the right to
receive an amount in cash equal to $65.00, without interest and less any required
withholding taxes, the same price that was paid in the tender
offer.
Following the merger, Jos. A. Bank shares will cease to be
traded on the NASDAQ Global Market. Holders of Jos. A Bank
shares who did not surrender their shares in the tender offer will
receive a new letter of transmittal to surrender their shares in
exchange for the merger consideration.
Advisors
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.
About Men's Wearhouse
Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of
men's apparel with 1,766 stores. The Men's Wearhouse, Jos. A.
Bank, 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, Jos. A. Bank, 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/.
Forward Looking Statements
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 forward-looking statements are based upon management's
current beliefs or expectations and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies and third-party approvals, many of which are beyond
our control. The following factors, among others, could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements: (1) the possibility that
the expected benefits from the proposed transaction will not be
realized within the anticipated time period, (2) the risks related
to the costs and difficulties related to the integration of Jos. A.
Bank's business and operations with Men's Wearhouse's business and
operations, (3) the inability to obtain, or delays in obtaining,
cost savings and synergies from the transaction,
(4) unexpected costs, charges or expenses resulting from the
transaction, (5) litigation relating to the transaction, (6) the
inability to retain key personnel and (7) the possible disruption
that may be caused by the transaction to the business and
operations of Men's Wearhouse and its relationships with customers,
employees and other third parties.
The forward-looking statements in this press release speak only
as of the date hereof. Except for the ongoing obligations of Men's
Wearhouse to disclose material information under the federal
securities laws, 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 1, 2014 and quarterly reports on Form
10-Q and Jos. A. Bank's annual report on Form 10-K for the fiscal
year ended February 1, 2014 and
quarterly reports on Form 10-Q. For additional information on
Men's Wearhouse, please visit the Company's websites at
www.menswearhouse.com, www.josbank.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 / Aaron
Palash
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
SOURCE Men's Wearhouse
