Men's Wearhouse raises cash offer to acquire Jos. A. Bank

The Men's Wearhouse has now announced that it has increased

its cash tender offer for all outstanding shares of Jos. A. Bank Clothiers to 63.50 dollars per share from 57.50 dollars per share. Expiration of the amended tender offer has been moved up to 5:00 p.m., New York City time on Wednesday, March 12, 2014, unless the offer is extended.

Men's Wearhouse strongly encourages Jos. A. Bank shareholders to tender their shares by the 5:00 pm, March 12 expiration date to demonstrate support for a negotiated transaction with Men's Wearhouse. The Fremont, California-based company believes that shareholder support is critical in bringing about a successful combination of the two companies.

Men's Wearhouse could potentially increase its offer price to 65 dollars per share if it is able to conduct limited due diligence (subject to an appropriate confidentiality agreement), with access to Jos. A. Bank's management team. In addition, the amended offer is conditioned on termination of Jos. A. Bank's recently announced agreement to acquire Eddie Bauer.

The Men's Wearhouse offer represents a 60 percent premium over Jos. A. Bank's unaffected enterprise value and a 52 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.

In addition to amending its tender offer to raise the consideration offered to Jos. A. Bank shareholders, Men's Wearhouse has commenced a lawsuit in Delaware Chancery Court against the directors on the Jos. A. Bank Board, Golden Gate Private Equity, Everest Topco LLC, Everest Holdings LLC and Jos. A. Bank. The complaint alleges that the Jos. A. Bank Board has breached its fiduciary duties by adopting a series of unreasonable, shareholder unfriendly and illegal defensive measures designated to thwart the Men's Wearhouse tender offer.