The Men's Wearhouse commented on Jos. A. Bank Clothiers' decision not to engage with Men's Wearhouse following the Company's proposal to acquire Jos. A. Bank for $55.00 per share in cash.
Men's Wearhouse issued the following statement:
Given Jos. A. Bank's repeated expressions of interest in engaging in good faith discussions about a possible combination with Men's Wearhouse, we are surprised that Jos. A. Bank has rejected our proposal. The Men's Wearhouse all-cash proposal to acquire Jos. A. Bank has compelling strategic logic and the potential to deliver substantial benefits to our respective shareholders, employees and customers.
While it is our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are continuing to carefully consider all of our options to make this combination a reality, including nominating director candidates at Jos. A. Bank's next annual meeting of shareholders.
As previously announced, the Men's Wearhouse proposal represents a 45% premium over Jos. A. Bank's unaffected enterprise value and a 32% premium over Jos. A. Bank's closing share price on October 8, 2013, the day prior to the public announcement of Jos. A. Bank's proposal to acquire Men's Wearhouse.
The transaction represents a 9.1x enterprise value to last twelve months ("LTM") Adjusted EBITDA multiple (assuming $133 million of LTM Adjusted EBITDA as of August 3, 2013), a significant premium to Jos. A. Bank's proposal to acquire Men's Wearhouse. Men's Wearhouse intends to finance the transaction with a combination of balance sheet cash and debt financing.
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'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.