Jos. A. Bank rejects tender offer from Men's Wearhouse

Jos. A. Bank Clothiers has announced that its Board of Directors, 

after careful consideration and discussions with its financial and legal advisors, determined that the unsolicited, highly conditional tender offer from The Men's Wearhouse to acquire all outstanding common shares of the company at a price of 57.50 dollars per share in cash is inadequate from a financial point of view and not in the best interest of Jos. A. Bank's stockholders. Accordingly, the Board recommended 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 with the Securities and Exchange Commission, which is also being disseminated to stockholders. Robert N. Wildrick, Chairman of Jos. A. Bank, said, “Our Board of Directors firmly believe that the Men's Wearhouse offer is inadequate and significantly undervalues Jos. A. Bank and its near-and long-term potential.”

The Men's Wearhouse, on the other hand has issued the following statement in response to the announcement by Jos. A. Bank Clothiers. Unfortunately, the Jos. A. Bank Board of Directors has repeatedly refused to commence discussions regarding our premium offer to acquire the company. Given that the Jos. A. Bank Board has publicly acknowledged the compelling strategic logic of this transaction, we think Jos. A. Bank shareholders should question why their Board is refusing to negotiate with us to reach an agreement that will deliver to them significant value.

Accordingly, they call on the independent directors of Jos. A. Bank to promptly form a special committee that will objectively evaluate the offer and sit down with them to begin discussions. At Jos. A. Bank's 2014 Annual Meeting, both of Jos. A. Bank's non-independent directors, Robert N. Wildrick, Chairman of the Board, and R. Neal Black, President and Chief Executive Officer, are standing for re-election. Jos. A. Bank shareholders can send a powerful message to their Board of Directors by voting to replace Messrs. Wildrick and Black with the independent candidates that Men's Wearhouse is nominating for election at the upcoming Annual Meeting. We remain committed to this transaction and are prepared to immediately engage in good-faith negotiations so we can deliver the compelling value of a combination of our companies to our respective shareholders.

As previously announced on January 6, 2014, Men's Wearhouse launched a tender offer to acquire all of the outstanding shares of Jos. A. Bank for 57.50 dollars per share in cash, representing a 52 percent premium over Jos. A. Bank's unaffected enterprise value and a 38 percent 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.