Determines Men's Wearhouse Offer Substantially Undervalues Jos. A. Bank
Urges Stockholders Not to Tender Shares
HAMPSTEAD, Md., Jan. 17, 2014 (GLOBE NEWSWIRE) -- Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company" or "Jos. A. Bank") today announced that its Board of Directors (the "Board"), after careful consideration and discussions with its financial and legal advisors, determined that the unsolicited, highly conditional tender offer from The Men's Wearhouse, Inc. (NYSE:MW) ("Men's Wearhouse") to acquire all outstanding common shares of the Company at a price of $57.50 per share in cash (the "Offer") is inadequate from a financial point of view and not in the best interest of Jos. A. Bank's stockholders. Accordingly, the Board recommends that Jos. A. Bank's stockholders reject the Offer and not tender their shares into the Offer.
The reasons for the Board's recommendation are set forth in a Schedule 14D-9 being filed by the Company today with the Securities and Exchange Commission ("SEC"), which is also being disseminated to stockholders.
Robert N. Wildrick, Chairman of Jos. A. Bank, said, "Our Board of Directors firmly believes that the Men's Wearhouse offer is inadequate and significantly undervalues Jos. A. Bank and its near- and long-term potential."
He continued, "Our Board and the Company's management team are committed to acting in the best interests of all of our stockholders, and continuing to deliver value for them. For well over a decade, Jos. A. Bank has been among the leaders in the industry in driving exceptionally strong revenue and net income growth. At this time, the Company has a well-developed strategy in place to continue to increase revenue, substantially improve margins and deliver enhanced returns to stockholders. The Jos. A. Bank Board strongly urges stockholders to reject the Offer and not tender their shares."
In reaching the conclusions and in making the recommendation described above, the Board considered numerous factors, including but not limited to the following:
The Offer is Inadequate and Opportunistic
Men's Wearhouse's Intentions are Unclear; Its Commitment is Not Credible
The Company's 14D-9 filing is available on the SEC's website, www.sec.gov, and in the "Company Information" section of the Company's website at www.josbank.com, or through the following web address: http://phx.corporate-ir.net/phoenix.zhtml?c=113815&p=irol-IRHome.
Goldman, Sachs & Co. and Financo, LLC are serving as financial advisors to the Company; Skadden, Arps, Slate, Meagher & Flom LLP and Guilfoil Petzall & Shoemake, L.L.C. are serving as legal advisors to the Company and Innisfree M&A Incorporated is serving as proxy solicitor.
Company Rights Plan
At its meeting on January 17, 2014, the Board took action, as permitted by the Rights Agreement dated as of September 6, 2007, between the Company and Continental Stock Transfer & Trust Company, as rights agent (as amended, the "Rights Agreement") to postpone the Distribution Date (as defined in the Rights Agreement), which otherwise would occur on the tenth business day after the date of commencement of the Offer, until such date as may be subsequently determined by the Board by resolution. A copy of the original Rights Agreement and the First Amendment to the original Rights Agreement have been filed with the SEC as Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 7, 2007 and Exhibit 4.1 to the Company's Current Report on Form 8-K filed on January 6, 2014, respectively.
About Jos. A. Bank
Jos. A. Bank Clothiers, Inc., established in 1905, is one of the nation's leading designers, manufacturers and retailers of men's classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 628 stores in 44 states and the District of Columbia, a nationwide catalog and an e-commerce website that can be accessed at www.josbank.com. The Company is headquartered in Hampstead, MD, and its common stock is listed on the NASDAQ under the symbol "JOSB."
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements that are based on currently available information and current expectations, estimates and projections about Jos. A. Bank Clothiers, Inc.'s business. The forward looking statements include assumptions about our operations, such as cost controls, market conditions, liquidity and financial condition. Risks and uncertainties that may affect our business or future financial results include, among others, risks associated with domestic and international economic activity, weather, public health and other factors affecting consumer spending (including negative changes to consumer confidence and other recessionary pressures), higher energy and security costs, the successful implementation of our growth strategy (including our ability to finance our expansion plans), the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials (such as wool and cotton) and other production inputs (such as labor costs), seasonality, merchandise trends and changing consumer preferences, the effectiveness of our marketing programs (including compliance with relevant legal requirements), the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from our global supplier base, legal and regulatory matters and other competitive factors. Additional factors that could cause future results or events to differ from those we expect are those risks discussed under Item 1A, "Risk Factors," in Jos. A. Bank's Annual Report on Form 10-K for the fiscal year ended February 2, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended May 4, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended August 3, 2013, Jos. A. Bank's Quarterly Report on Form 10-Q for the quarter ended November 2, 2013, and other reports filed by Jos. A. Bank with the Securities and Exchange Commission (SEC). Please read the "Risk Factors" and other cautionary statements contained in these filings. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise. As a result of these risks and others, actual results could vary significantly from those anticipated in this release, and our financial condition and results of operations could be materially adversely affected.
IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer for the shares of the Company commenced by The Men's Wearhouse, Inc. and Java Corp., the Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission ("SEC"). Any solicitation/recommendation statement filed by the Company that is required to be mailed to stockholders will be mailed to stockholders of the Company. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE SOLICITATION / RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain free copies of the solicitation/recommendation statement and other documents (when available) filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. In addition, the solicitation/recommendation statement and other materials related to Men's Wearhouse's unsolicited proposal may be obtained from the Company free of charge by directing a request to the Company's Investor Relations Department, Jos. A. Bank Clothiers, Inc., 500 Hanover Pike, Hampstead, MD 21074, 410.239.5900.