The Rights Plan was adopted following the Company's rejection of the unsolicited proposal by Jos. A. Bank to acquire Men's Wearhouse for $48.00 per share as it significantly undervalues Men's Wearhouse, is inadequate and not in the best interests of the Company or its shareholders. The Rights Plan is not intended to prevent an acquisition of the Company on terms that the Board of Directors considers favorable and fair to, and in the best interests of, all shareholders, and will not do so.
In the absence of further action by the Board of Directors and subject to certain exceptions, the rights generally will become exercisable and allow holders to acquire the Company's common stock at a discounted price if a person or group acquires beneficial ownership of 10% percent or more of Men's Wearhouse common stock (15% in the case of a passive institutional investor) in a transaction not approved by the Board of Directors of the Company. In that situation, rights held by persons or groups that exceed the applicable threshold will be void. The Rights Plan expires on September 30, 2014 unless earlier redeemed, exchanged or terminated by the Company.
In addition, the Company announced that the Board of Directors has amended and restated the Company's bylaws and adopted a two-thirds voting standard for approval of shareholder amendments to the bylaws and revised the advance notice provision to require earlier advance notice of intended shareholder nominations of directors and to require persons seeking to make nominations to provide more information about themselves and their nominees.
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'sWearhouse 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.
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