Jos. A. Bank Clothiers, Inc. sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men's Wearhouse, Inc., in response to Mr. Ewert's letter dated January 30, 2014.
It says, “We, the directors of Jos. A. Bank Clothiers, Inc., are writing in response to your January 30, 2014 letter. After carefully reviewing your offer with our financial and legal advisors, we continue to believe that your offer to acquire Jos. A. Bank substantially undervalues our Company and that your proposal is not in the best interests of our stockholders.
“Accordingly, we see no benefit in commencing negotiations with Men's Wearhouse. Your recent letter makes a number of inaccurate and misleading claims. These statements call into question the credibility of Men's Wearhouse's actions in pursuing its offer for Jos. A. Bank:
“In opposing our proposal in the fall to acquire Men's Wearhouse, you said very clearly that a combination "raises significant antitrust concerns." Since making your offer on November 26, 2013 for Jos. A. Bank, you have not updated your views regarding the antitrust risk. Should our stockholders assume that when Men's Wearhouse made its offer it still believed a combination raised "significant antitrust concerns"?
“If not, Men's Wearhouse has yet to explain why the antitrust concerns it raised just seven weeks before its offer for Jos. A. Bank do not apply to its offer for Jos. A. Bank. Your silence has been misleading to both Jos. A. Bank and Men's Wearhouse stockholders. We believe you have a duty to inform investors whether, based on your knowledge, your offer can be approved by the Federal Trade Commission.
“After the FTC issued a second request in connection with its antitrust review of your offer, you said for the first time, that you had "expected" to receive a second request. As you know, it is a very serious step for the FTC to issue a second request. Our two companies' stockholders should understand that second requests are issued in less than 2% of all transactions filed with the government and a high percentage of those transactions are never completed.