Men's Wearhouse strongly encourages Jos. A. Bank shareholders to tender their shares by the 5:00 pm, March 12 expiration date to demonstrate support for a negotiated transaction with Men's Wearhouse. Men's Wearhouse believes that shareholder support is critical in bringing about a successful combination of the two companies.
Men's Wearhouse could potentially increase its offer price to $65.00 per share if it is able to conduct limited due diligence (subject to an appropriate confidentiality agreement), with access to Jos. A. Bank's management team.
In addition, the amended offer is conditioned on termination of Jos. A. Bank's recently announced agreement to acquire Eddie Bauer, and Men's Wearhouse will increase the aggregate consideration to be paid to the Jos. A. Bank stockholders dollar-for-dollar to the extent Jos. A. Bank is able to terminate the Eddie Bauer purchase agreement for less than $48 million in termination fees (less any other expense or fee reimbursement paid by Jos. A. Bank in connection with such termination).
The Men's Wearhouse offer represents a 60% premium over Jos. A. Bank's unaffected enterprise value and a 52% 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.
Further, the transaction represents a 9.7x enterprise value to last twelve months ("LTM") Adjusted EBITDA multiple (assuming an estimated $137 million of Adjusted EBITDA for Jos. A. Bank's fiscal 2013 ending February 1, 2014), which is a significant premium to Jos. A. Bank's proposal to acquire Men's Wearhouse.
The Men's Wearhouse also announced that it has amended and restated its Offer to Purchase Jos. A. Bank dated as of January 6, 2014. In addition to termination of the Eddie Bauer agreement, the amended and restated offer is conditioned on there being validly tendered and not withdrawn at least 90% of the total number of Jos. A. Bank shares outstanding on a fully diluted basis, the Jos. A. Bank Board of Directors redeeming or invalidating its "poison pill" shareholder rights plan, and the receipt of regulatory approvals and customary closing conditions. The offer is no longer conditioned on execution of a definitive merger agreement with Jos. A. Bank.
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