Given that the Jos. A. Bank Board has publicly acknowledged the compelling strategic logic of this transaction, we think Jos. A. Bank shareholders should question why their Board is refusing to negotiate with us to reach an agreement that will deliver to them significant value. Accordingly, we call on the independent directors of Jos. A. Bank to promptly form a Special Committee that will objectively evaluate our offer and sit down with us to begin discussions.
“At Jos. A. Bank's 2014 Annual Meeting, both of Jos. A. Bank's non-independent directors, Robert N. Wildrick, Chairman of the Board, and R. Neal Black, President and Chief Executive Officer, are standing for re-election. Jos. A. Bank shareholders can send a powerful message to their Board of Directors by voting to replace Messrs. Wildrick and Black with the independent candidates that Men's Wearhouse is nominating for election at the upcoming Annual Meeting.
“We remain committed to this transaction and are prepared to immediately engage in good-faith negotiations so we can deliver the compelling value of a combination of our companies to our respective shareholders”.
As previously announced on January 6, 2014, Men's Wearhouse launched a tender offer to acquire all of the outstanding shares of Jos. A. Bank for $57.50 per share in cash, representing 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.
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