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Jos. A. Bank BoD rejects Men's Wearhouse tender offer

January 18, 2014 (United States Of America)

Jos. A. Bank Clothiers, Inc. announced that its Board of Directors (the "Board"), after careful consideration and discussions with its financial and legal advisors, determined that the unsolicited, highly conditional tender offer from The Men's Wearhouse, Inc. to acquire all outstanding common shares of the Company at a price of $57.50 per share in cash (the "Offer") is inadequate from a financial point of view and not in the best interest of Jos. A. Bank's stockholders. Accordingly, the Board recommends that Jos. A. Bank's stockholders reject the Offer and not tender their shares into the Offer.

The reasons for the Board's recommendation are set forth in a Schedule 14D-9 being filed by the Company with the Securities and Exchange Commission ("SEC"), which is also being disseminated to stockholders.

Robert N. Wildrick, Chairman of Jos. A. Bank, said, "Our Board of Directors firmly believes that the Men's Wearhouse offer is inadequate and significantly undervalues Jos. A. Bank and its near- and long-term potential."

He continued, "Our Board and the Company's management team are committed to acting in the best interests of all of our stockholders, and continuing to deliver value for them. For well over a decade, Jos. A. Bank has been among the leaders in the industry in driving exceptionally strong revenue and net income growth. At this time, the Company has a well-developed strategy in place to continue to increase revenue, substantially improve margins and deliver enhanced returns to stockholders. The Jos. A. Bank Board strongly urges stockholders to reject the Offer and not tender their shares."

In reaching the conclusions and in making the recommendation described above, the Board considered numerous factors, including but not limited to the following:

The Offer significantly undervalues Jos. A. Bank, and its future prospects. The Board has determined that the Offer does not reflect the value inherent in the Company's future prospects and its track record in creating stockholder value. The Board is confident that the Company's stand-alone plan will deliver greater value to its stockholders than would be obtained under the Offer.

The Company has received an inadequacy opinion from its financial advisor. Goldman, Sachs & Co. ("Goldman Sachs"), financial advisor to the Company, rendered an opinion to the Board that as of January 17, 2014, and based upon and subject to the factors and assumptions set forth in the written opinion, the consideration proposed to be paid to the holders (other than the Offeror and any of its affiliates) of the Company's shares pursuant to the offer was inadequate from a financial point of view to such holders.

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