Jos. A. Bank Clothiers, Inc said in a letter to Douglas S. Ewert, the President and Chief Executive Officer of The Men's Wearhouse, Inc., that, "In our Board's continuing effort to evaluate which alternative transaction would create the greatest value for Jos. A. Bank shareholders, and on the basis of your unsolicited revised proposal indicating a willingness to pay a higher price subject to certain conditions, our Board has authorized our meeting with you to establish a process that will enable you to advise our Board as to the highest price you are prepared to pay in an acquisition of Jos. A. Bank."
The letter also states that its Board of Directors, after careful consideration and discussions with its financial and legal advisors, has unanimously rejected The Men's Wearhouse Inc.'s $63.50 per share unsolicited offer as inadequate, after giving effect to the Eddie Bauer acquisition and related issuer tender offer, and not in the best interests of Jos. A. Bank stockholders. The Board recommends that the Company's stockholders reject the Offer and not tender their shares into the Offer.
The reasons for the Board's recommendations regarding the amended tender offer price and authorization of a meeting with Men's Wearhouse are set forth in a Schedule 14D-9 amendment being filed by the Company today with the Securities and Exchange Commission, which is also being disseminated to stockholders.
The Jos. A. Bank Board continues to believe that significant value will be created for shareholders in its proposed acquisition of Eddie Bauer and the related issuer tender offer.
Also, Jos. A. Bank announced that the Federal Trade Commission today granted early termination of the waiting period under the Hart−Scott−Rodino Antitrust Improvements Act of 1976 with respect to the pending transaction between Jos. A. Bank and Golden Gate Capital, under which Jos. A. Bank will acquire Everest Holdings LLC, parent company of the Eddie Bauer brand.
It further stated that the financing for the Jos. A. Bank acquisition of Everest is proceeding on track, and that the Company expects to market and place the high yield bonds promptly. The bridge loan committed to by Goldman Sachs remains fully committed and, subject to its terms and conditions, will be available to Jos. A. Bank to finance the Everest transaction.
As a separate matter, Jos. A. Bank continues to provide additional information regarding its operations and detailed information on competitive dynamics in the markets in which it competes with Men's Wearhouse to the FTC in response to the previously disclosed second request Jos. A. Bank received from the FTC on February 12, 2014 relating to the tender offer by Men's Wearhouse for Jos. A. Bank.
JoS. A. Bank Clothiers