Jos. A. Bank Clothiers (Nasdaq:JOSB) today announced that the
Federal Trade Commission has granted termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, ("HSR Act") applicable to The Men's Wearhouse's
(NYSE:MW) proposed acquisition of Jos. A. Bank Clothiers. As
previously announced, Men's Wearhouse and Jos. A. Bank entered into
a merger agreement pursuant to which Men's Wearhouse would acquire
all of the outstanding shares of common stock of Jos. A. Bank for
$65.00 per share in cash, or total consideration of approximately
$1.8 billion, pursuant to a cash tender offer. Together, Men's
Wearhouse and Jos. A. Bank will have more than 1,700 stores, with
approximately 26,000 employees and sales of $3.5 billion on a pro
forma basis.
The termination of the HSR Act waiting period satisfies one of
the conditions to consummate the tender offer. Completion of the
tender offer remains subject to certain other conditions as
described in the offer to purchase disseminated to stockholders of
Jos. A. Bank, including the completion of the marketing period,
which commenced today and is expected to end on June 19, 2014,
unless earlier waived. The tender offer is currently scheduled to
expire at 5:00 p.m. New York City time, on June 5, 2014, unless
extended.
Goldman, Sachs & Co. and Financo, LLC are serving as
financial advisors to Jos. A. Bank, and Skadden, Arps, Slate,
Meagher & Flom LLP and Guilfoil Petzall & Shoemake, L.L.C.
are serving as its legal advisors.
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 638 stores in 44 states and the District of Columbia, a
nationwide catalog and an e-commerce website that can be accessed
at http://www.josbank.com/. The Company is headquartered in
Hampstead, Md., and its common stock is listed on the NASDAQ under
the symbol "JOSB."
ADDITIONAL INFORMATION
On January 6, 2014, Java Corp. ("Purchaser"), a wholly owned
subsidiary of The Men's Wearhouse, Inc., commenced a cash tender
offer for all outstanding shares of common stock of Jos. A. Bank
Clothiers, Inc. not already owned by Men's Wearhouse or any of its
subsidiaries, subject to the terms and conditions set forth in the
Second Amended and Restated Offer to Purchase dated as of March 20,
2014 (the "Offer to Purchase"). The purchase price to be paid upon
the successful closing of the cash tender offer is $65.00 net per
share in cash, without interest and less any required withholding
tax, subject to the terms and conditions in the Offer to Purchase
and the related letter of transmittal that accompanies the Offer to
Purchase. The tender offer is scheduled to expire at 5:00 p.m. New
York City time, on June 5, 2014, unless extended.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
is for informational purposes only. The tender offer is not being
made to, nor will tenders be accepted from, or on behalf of,
holders of shares in any jurisdiction in which the making of the
tender offer or the acceptance thereof would not comply with the
laws of that jurisdiction. The tender offer is being made pursuant
to a tender offer statement on Schedule TO (including the Offer to
Purchase, a related letter of transmittal and other offer
materials) filed by Men's Wearhouse and the Purchaser with the U.S.
Securities and Exchange Commission ("SEC") on January 6, 2014, as
amended from time to time. INVESTORS AND SECURITY HOLDERS OF JOS.
A. BANK ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER. Investors and security holders
can obtain free copies of these documents and other documents filed
with the SEC by Jos. A. Bank through the web site maintained by the
SEC at http://www.sec.gov. The Offer to Purchase, related letter of
transmittal and other offering documents may also be obtained for
free by contacting the Information Agent for the tender offer,
MacKenzie Partners, Inc., at 212-929-5500 or toll-free at
800-322-2885.
This press release contains forward-looking information.
Forward-looking statements are not guarantees of future performance
and a variety of factors could cause actual results to differ
materially from the anticipated or expected results expressed in or
suggested by these forward-looking statements. These
forward-looking statements may be significantly impacted by various
factors, including, but not limited to: actions by governmental
entities, domestic and international economic activity and
inflation, success, or lack thereof, in executing our internal
operating plans and new store and new market expansion plans,
including successful integration of acquisitions, performance
issues with key suppliers, disruption in buying trends due to
homeland security concerns, severe weather, foreign currency
fluctuations, government export and import policies, aggressive
advertising or marketing activities of competitors; and legal
proceedings. Future results will also be dependent upon our ability
to continue to identify and complete successful expansions and
penetrations into existing and new markets and our ability to
integrate such expansions with our existing operations.
These forward-looking statements are based upon management's
current beliefs or expectations and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies and third-party approvals, many of which are beyond
our control. The following factors, among others, could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Agreement and Plan of Merger by and among Men's
Wearhouse, Inc., Purchaser and Jos. A. Bank Clothiers, Inc.,
(2) the failure to consummate the acquisition of Jos. A. Bank for
reasons including that the conditions to Men's Wearhouse's offer to
purchase all outstanding shares of Jos. A. Bank's common stock,
including the condition that a minimum number of shares be tendered
and not withdrawn, are not satisfied or waived by Men's Wearhouse,
(3) the possibility that the expected benefits from the proposed
transaction will not be realized within the anticipated time
period, (4) the risks related to the costs and difficulties related
to the integration of Jos. A. Bank's business and operations with
Men's Wearhouse's business and operations, (5) the inability to
obtain, or delays in obtaining, cost savings and synergies from the
transaction, (6) unexpected costs, charges or expenses resulting
from the transaction, (7) litigation relating to the transaction,
(8) the inability to retain key personnel and (9) the possible
disruption that may be caused by the transaction to the business
and operations of Men's Wearhouse and its relationships with
customers, employees and other third parties.
The forward-looking statements in this press release speak only
as of the date hereof. Except for the ongoing obligations of Jos.
A. Bank to disclose material information under the federal
securities laws, Jos. A. Bank undertakes no obligation to revise or
update publicly any forward-looking statement, except as required
by law. Other factors that may impact the forward-looking
statements are described in Jos. A. Bank's annual report on Form
10-K for the fiscal year ended February 1, 2014, as
amended. For additional information on Jos. A. Bank, please
visit www.josabank.com.
CONTACT: Jos. A. Bank
Media:
Thomas Davies/Molly Morse
Kekst and Company
212-521-4873/212-521-4826
thomas-davies@kekst.com
molly-morse@kekst.com
Investment Community:
David E. Ullman
EVP/CFO
Jos. A. Bank
410-239-5715
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