The Men's Wearhouse announced the successful completion of its acquisition of Jos. A. Bank Clothiers, Inc.
The acquisition was effected through the previously announced all-cash tender offer by Men's Wearhouse's wholly owned subsidiary, Java Corp., to acquire all of the issued and outstanding shares of common stock (including associated stock purchase rights) of Jos. A. Bank for $65.00 net per share in cash, without interest and less any required withholding taxes, and the subsequent merger of Java Corp. with and into Jos. A. Bank pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.
Doug Ewert, President and Chief Executive Officer of Men's Wearhouse, said, "We are thrilled to have closed on the acquisition of Jos. A. Bank and are eager to begin the integration process with their talented employees to create a truly great company for all of our stakeholders. With more than 1,700 stores, approximately 26,000 employees and sales of $3.5 billion on a pro forma basis, our combined company has increased scale and breadth that broadens our best-in-class offerings for our valued customers and new customers alike.
"Looking forward, our strong balance sheet provides operational flexibility to successfully execute strategic plans at both brands. We continue to expect this acquisition to be accretive to our earnings in the first full year of operations as well as to achieve $100 million to $150 million of run-rate synergies by the end of fiscal 2016," concluded Ewert.
The tender offer expired at midnight New York City time, at the end of the day on June 17, 2014. Approximately 23,610,788 shares of Jos. A. Bank common stock (excluding shares delivered pursuant to guaranteed delivery) were validly tendered in, and not withdrawn from the tender offer, representing approximately 84% of Jos. A. Bank's outstanding shares of common stock and, after taking into account shares delivered pursuant to guaranteed delivery procedures, approximately 94% of Jos. A. Bank's outstanding shares of common stock.
Accordingly, the "Minimum Tender Condition" was satisfied, and Men's Wearhouse accepted for payment, and will promptly pay for, all shares of Jos. A. Bank common stock validly tendered and not withdrawn in the offer.
As a result of the merger, each share of common stock of Jos. A. Bank issued and outstanding and not tendered in the tender offer (other than shares held by Jos. A. Bank or the Men's Wearhouse or any of their subsidiaries and shares owned by holders who properly exercised appraisal rights with respect thereto under Delaware law) were converted into the right to receive an amount in cash equal to $65.00, without interest and less any required withholding taxes, the same price that was paid in the tender offer.
Following the merger, Jos. A. Bank shares will cease to be traded on the NASDAQ Global Market. Holders of Jos. A Bank shares who did not surrender their shares in the tender offer will receive a new letter of transmittal to surrender their shares in exchange for the merger consideration.