FREMONT, Calif., June 6, 2014 /PRNewswire/ -- The Men's
Wearhouse (NYSE: MW) announced today that in accordance with the
terms of its merger agreement with Jos. A. Bank Clothiers, Inc.
(Nasdaq: JOSB), it has extended its all-cash tender offer for
$65.00 per share for all of the
currently outstanding shares of common stock (including associated
stock purchase rights) of Jos. A. Bank to 5:00 p.m. New York
City time on June 19, 2014,
unless further amended. The tender offer was previously set
to expire at 5:00 p.m. New York City time on June 5, 2014.
As of 5:00 p.m. New York City time on June 5, 2014, approximately 25,017,331 shares of
Jos. A. Bank common stock (including 2,053,557 shares of Jos. A.
Bank common stock subject to notice of guaranteed delivery) have
been validly tendered in, and not withdrawn from the tender
offer.
BofA Merrill Lynch and J.P. Morgan Securities LLC are serving as
financial advisors to Men's Wearhouse, and Willkie Farr & Gallagher LLP is serving as
legal advisor.
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.
Today, Men's Wearhouse announced that it has extended the
expiration date of the tender offer to 5:00
p.m., New York City time,
on June 19, 2014, unless further
amended.
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 Men's
Wearhouse 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., Java Corp. 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 Men's
Wearhouse to disclose material information under the federal
securities laws, Men's Wearhouse 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 Men's Wearhouse's
annual report on Form 10-K for the fiscal year ended February 1, 2014 and quarterly reports on Form
10-Q. For additional information on Men's Wearhouse, please
visit the Company's websites at www.menswearhouse.com,
www.mooresclothing.com, www.kgstores.com, www.twinhill.com,
www.dimensions.co.uk and www.alexandra.co.uk.
Contacts:
Ken Dennard
Dennard ▪ Lascar Associates
(832) 594-4004
ken@dennardlascar.com
http://ir.menswearhouse.com/
Dan Katcher / Tim Lynch / Aaron
Palash
Joele Frank, Wilkinson Brimmer
Katcher
(212) 355-4449
SOURCE The Men's Wearhouse
