The Men's Wearhouse announced that it has commenced a cash tender offer to acquire all outstanding shares of Jos. A. Bank Clothiers, Inc. for $57.50 per share. The tender offer is scheduled to expire at 5:00 p.m., New York City time on Friday, March 28, 2014, unless the offer is extended.
Men's Wearhouse also today announced that it will deliver notice to Jos. A. Bank of its intention to nominate two independent director candidates for election to Jos. A. Bank's Board of Directors at its 2014 Annual Meeting. The nominees are:
John D. Bowlin, a recognized leader in the consumer packaged goods industry, who was previously President and Chief Executive Officer of Miller Brewing Company, and who has held senior executive positions at Kraft Foods North America, Kraft Foods International, Inc., Oscar Mayer Food Corporation and General Foods USA.
Arthur E. Reiner, who has over 40 years of experience in the retail industry and has previously served in various leadership positions with the Macy's organization, including as a Director of R.H. Macy & Co., Inc. and Chairman and Chief Executive Officer of Macy's East, then the largest department store division in the nation.
Doug Ewert, President and Chief Executive Officer of Men's Wearhouse, said, "We believe that our $57.50 per share proposal to acquire Jos. A. Bank is compelling and provides substantial value and immediate liquidity to Jos. A. Bank shareholders. Although we have made clear our strong preference to work collaboratively with Jos. A. Bank to realize the benefits of this transaction, we are committed to this combination and, accordingly, we are taking our offer directly to shareholders."
Mr. Ewert continued, "The highly-qualified nominees proposed by Men's Wearhouse have proven track records serving on public company boards, and we believe they will act in the best interest of Jos. A. Bank's shareholders by carefully evaluating the compelling and value creating opportunity represented by the Men's Wearhouse offer. We urge Jos. A. Bank shareholders to tender into our offer in order to send a strong message that Jos. A. Bank should engage in good-faith negotiations immediately so we can complete this value creating transaction."
The Men's Wearhouse offer represents a 52% premium over Jos. A. Bank's unaffected enterprise value and a 38% 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 9.4x enterprise value to last twelve months ("LTM") Adjusted EBITDA multiple (assuming $135 million of LTM Adjusted EBITDA as of November 2, 2013), a significant premium to Jos. A. Bank's proposal to acquire Men's Wearhouse.