The proposal represents an approximate 42% premium to the closing price of Men's Wearhouse common stock on September 17, 2013, the day before Jos. A. Bank made the proposal to Men's Wearhouse in a telephone call and follow-up letter from Robert N. Wildrick, Chairman of the Board of Jos. A. Bank, to Douglas S. Ewert, Chief Executive Officer of Men's Wearhouse. Men's Wearhouse has advised Jos. A. Bank that it is reviewing the proposal.
"We are hopeful that Men's Wearhouse's Board will accept our proposal," said Mr. Wildrick, Chairman of the Board of Jos. A. Bank. "We believe Men's Wearhouse's shareholders would want their Board to explore with us the immediate and certain value they would receive in a transaction. We have always admired Men's Wearhouse and believe these two great companies, when combined, will create continued growth and sustainable value for our shareholders, greatly enhanced benefits for our customers, and exciting opportunities for our employees."
The transaction is expected to be funded by a combination of cash on Jos. A. Bank's balance sheet, new equity capital and debt financing. The new equity will be provided by Golden Gate Capital, a leading private equity firm. Goldman, Sachs & Co. has informed Jos. A. Bank that, subject to customary terms and conditions, it is highly confident that the debt financing can be obtained in the capital markets.
"Our all-cash proposal would deliver a substantial premium to Men's Wearhouse shareholders and create, in our view, the leading men's apparel and sportswear designer, manufacturer and retailer in the U.S.
"In addition to capturing significant synergies, we believe that a combination would bring together our complementary capabilities to better serve our customers. We are pleased to have the support and participation of Golden Gate Capital, a leading investor in the retail space, partnering with us in this transaction, and look forward to benefitting from their considerable experience as we grow the combined company," concluded Mr. Wildrick.
"We are pleased to have been selected by Jos. A. Bank to partner on this exciting potential combination of the leading brands and top management teams in men's retailing. We see a natural and highly complementary fit that creates a great opportunity for these companies to deliver impressive growth as a result of the transaction," said Josh Olshansky, Managing Director at Golden Gate Capital.
Jos. A. Bank believes the proposed transaction will allow Jos. A. Bank's management to leverage its core competencies and achieve sustainable growth and value creation for Jos. A. Bank shareholders while providing a significant premium to Men's Wearhouse shareholders.
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