The Men's Wearhouse confirmed that it entered into a non-disclosure agreement with Jos. A. Bank Clothiers on Saturday night, March 1, 2014, under which the companies have agreed to exchange certain confidential information and to work in good faith to evaluate a potential combination, and that Men's Wearhouse has received a draft merger agreement from Jos. A. Bank.
Men's Wearhouse noted that its existing cash tender offer for $63.50 would provide Jos. A. Bank shareholders with a substantial premium and immediate value, and that as previously announced, Men's Wearhouse is prepared to increase its offer price to $65 per share if Jos. A. Bank can demonstrate or Men's Wearhouse can discover additional value through discussions or limited due diligence.
As previously announced on February 24, 2014, Men's Wearhouse's cash tender offer to acquire all outstanding shares of Jos. A. Bank Clothiers, Inc. for $63.50 per share is scheduled to expire at 5:00 p.m., New York City time on Wednesday, March 12, 2014, unless the offer is extended. Consummation of the offer is not conditioned upon any financing arrangements or subject to a financing condition.
The full terms, conditions and other details of the tender offer are set forth in the offering documents that Men's Wearhouse have been filed with the Securities and Exchange Commission. Men's Wearhouse noted that there can be no assurance that a transaction will result from the discussions with Jos. A. Bank.
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as financial advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as legal advisor.
Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of men's apparel with 1,133 stores. The Men's Wearhouse, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Men's Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of women's apparel.
Tuxedo rentals are available in the Men's Wearhouse, Moores and Men's Wearhouse and Tux stores. Additionally, Men's Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.